DEF 14A of Payoneer Global Inc., Apr 27, 2026

DEF 14A of Payoneer Global Inc.

Filed Apr 27, 2026 · FY20250001104659-26-049462

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors The Board is presently comprised of eight members, who are divided, until the 2028 annual meeting of stockholders, into three classes, designated as Class I, Class II and Class III. Pursuant to amendments to our Certificate of Incorporation adopted at our 2025 annual meeting of stockholders, to phase out the classification of the Board, each director elected at the 2026 annual meeting of stockholders will be elected for a one-year term expiring at the 2027 annual meeting of stockholders. As of the date of this Proxy Statement, Class I directors (whose terms expire at the 2028 annual meeting of stockholders) consist of Barak Eilam and Rich Williams; Class II directors (whose terms expire at the 2026 annual meeting of stockholders) consist of John Caplan, Amir Goldman and Susanna Morgan; and Class III directors (whose terms expire at the 2027 annual meeting of stockholders) 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 II directors, John Caplan, Amir Goldman and Susanna Morgan, for one-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 or removal. Each of Mr. Caplan, Mr. Goldman and Ms. Morgan is currently a director of the Company. In uncontested elections, directors are elected by a majority of the votes cast, meaning that a nominee will be elected if the number of votes cast “for” the nominee exceeds the number of votes cast “against” the nominee. 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

    | | | 2026 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 | | | | | | | | | | John Caplan | 56 | 2022 | 2026 | | | | | | | Amir Goldman | 54 | 2014 | 2026 | x | | x | x | | | Susanna Morgan | 56 | 2023 | 2026 | x | x | | | x | | Continuing Directors | | | | | | | | | | Sharda Caro del Castillo | 55 | 2023 | 2027 | x | | x | | x | | Barak Eilam | 51 | 2025 | 2028 | x | x | | | | | Christopher (Woody) Marshall | 58 | 2017 | 2027 | x | | x | x | | | Pamela H. Patsley | 69 | 2021 | 2027 | x | x | | x | | | Rich Williams | 51 | 2021 | 2028 | x | x | | | x |

  5. Nominees for Director and Continuing Directors

    | 2 | | | 2026 Proxy Statement |

  6. 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. A particular director may possess additional skills and experience even though they are not indicated below. The absence of a designation does not mean a director does not possess that particular skills and experience.

  7. 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 | | | | | | | | | | John Caplan | x | x | x | x | x | x | x | | | Amir Goldman | x | x | x | x | | | x | | | Susanna Morgan | x | x | x | x | x | x | x | x | | Continuing Directors | | | | | | | | | | Sharda Caro del Castillo | x | x | x | | | x | | | | Barak Eilam | x | x | x | x | x | x | x | x | | Christopher (Woody) Marshall | x | x | x | x | | | x | x | | Pamela H. Patsley | x | x | x | x | x | x | x | x | | Rich Williams | x | x | x | x | x | x | x | x |

  8. 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:

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | John Caplan Age: 56 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 5min, Caroo, Sendle and Clyde. Mr. Caplan has a Bachelor of Arts in English from the University of Rochester. We believe Mr. Caplan’s leadership of our company and experience as an executive in the e-commerce industry, technology and marketing make him well qualified to serve as a director. |

  11. Director Nominees

    | | | 2026 Proxy Statement | 3 |

  12. Director Nominees

    | Amir Goldman Age: 54 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 iCIMS, HighRadius, CashEdge (acquired by Fiserv), Macropoint (acquired by Descartes) 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. | | Susanna Morgan Age: 56 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. Ms. Morgan currently serves on the board of Alkami Technology, Inc. (NASDAQ: ALKT), a provider of cloud-based digital banking solutions, since July 2025. She also serves on the boards of Mixpanel, a privately held product analytics company, and The Seattle Opera Foundation, a non-profit that provides financial support to the Seattle Opera. 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. |

  13. Director Nominees

    Directors in uncontested elections are elected by a majority of the votes cast, meaning that a nominee will be elected if the number of votes cast “for” the nominee exceeds the number of votes cast “against” the nominee. Abstentions and broker non-votes will have no effect on the outcome of this Proposal No. 1. The Board of Directors Recommends a Vote “FOR” Each Named Nominee.

  14. Director Nominees

    | 4 | | | 2026 Proxy Statement |

  15. Continuing Directors

    Continuing Directors

  16. Continuing Directors

    | Sharda Caro del Castillo Age: 55 Director Since: 2023 | Ms. Caro del Castillo has served as a director of Payoneer since 2023. Ms. Caro del Castillo is currently the Chief Legal and Business Officer of Catena Labs, an AI fintech company, which she joined in 2025, and previously 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. | | Barak Eilam Age: 51 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 CCC Intelligent Solutions Holdings Inc. (NASDAQ: CCC), an AI-powered cloud platform for the insurance industry, since July 2025; FactSet (NASDAQ, NYSE: FDS), an S&P 500 company specializing in data and analytics for financial services companies, since December 2024; SimilarWeb (NYSE: SMWB), a leading digital data and analytics firm, since September 2024; 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. | | Christopher (Woody) Marshall Age: 58 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. |

  17. Continuing Directors

    | | | 2026 Proxy Statement | 5 |

  18. Continuing Directors

    | Pamela H. Patsley Age: 69 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. | | Rich Williams Age: 51 Director Since: 2021 | Mr. Williams has served as Chairman of the Board of Directors of Payoneer since 2025 and 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. |

  19. Continuing Directors

    | 6 | | | 2026 Proxy Statement |

  20. 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 https://investor.payoneer.com/governance/governance-documents. 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.

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

    Other Information Related to Payoneer, the Directors and Executive Officers

  22. The 2025 Stockholder Advisory Vote on Executive Compensation

    The 2025 Stockholder Advisory Vote on Executive Compensation At our 2025 annual meeting of stockholders, we conducted an advisory vote on executive compensation (a “say-on-pay vote”). Approximately 93% of the shares represented and entitled to vote on our 2025 say-on-pay vote (excluding broker non-votes) approved, on an advisory basis, the compensation of our NEOs. Our Compensation Committee considers the result of our say-on-pay votes in determining NEO compensation. Based in part on the strong level of support for our executive compensation philosophy, program, and practices demonstrated by the result of last year’s say-on-pay vote, our Compensation Committee decided to continue the implementation of our compensation philosophy and further emphasize our commitment to align the interests of our NEOs with those of our stockholders. One enhancement made to our compensation program in 2025 was the introduction of performance-based restricted stock units (“PSUs”) into our annual equity grant cycle for executives, as described below in the section titled “Equity Incentive Awards”. We value the opinions of our stockholders. Our Compensation Committee will consider the outcome of this year’s say-on-pay vote, as well as feedback received throughout the year, when making compensation decisions for our NEOs going forward. Please see a summary of our stockholder outreach in 2025 on page 13 of this proxy statement.

  23. Compensation Philosophy, Objectives and Elements of Executive Compensation

    Compensation Philosophy, Objectives and Elements of Executive Compensation Our executive compensation program aims to achieve the following main objectives: • provide market-competitive compensation opportunities to attract, retain and reward highly qualified executives who have the skills and leadership necessary to drive the long-term success of the Company; • provide incentives that hold our executives accountable for company performance and incentivize the achievement of our key performance goals; and • align our executives’ interests with those of our stockholders through equity-based compensation tied to key annual performance drivers, with the introduction of our PSUs, and to long-term stockholder value, and by linking their cash incentives to our annual performance. We aim to provide a compensation package to each of our NEOs that emphasizes pay-for-performance, and is both externally competitive relative to the market and internally equitable within our organization. We believe that a strong performance-based culture is crucial to our long-term success, and our executive compensation program is designed to reinforce accountability for performance and value creation. Consistent with our pay-for-performance philosophy, and to align our NEOs’ interests with those of our stockholders, a substantial portion of our NEOs’ compensation is variable and “at-risk” consisting of annual bonus awards and long-term equity awards. Annual and long-term incentive outcomes are tied to the achievement of rigorous corporate and financial performance goals, and a significant portion of this “at-risk” compensation is delivered in the form of equity awards, including PSUs, the value of which is ultimately realized based on Company performance and changes in our stock price over time. Our executive compensation program design includes a mix of three key compensation elements — (i) base salary, (ii) annual cash bonuses and (iii) long-term equity incentive awards. We also provide our executive officers with benefits available to all employees, including participation in broad-based retirement and employee benefit plans. In certain circumstances where appropriate, we provide sign-on bonuses for newly hired employees, including previously in some cases to NEOs, based on individual circumstances and competitive considerations, typically to

  24. Compensation Philosophy, Objectives and Elements of Executive Compensation

    | Element | Objectives | Key Features | | Base Salary | • Provides competitive compensation to attract and retain executive talent. • Provides a 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 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 executive when such executive is initially employed (or promoted) and then reviewed annually by the Compensation Committee based upon role scope, organizational impact, and competitive market practices. • Actual bonus amounts paid are dependent upon funding of the Company bonus pool contingent upon achievement of specific corporate performance objectives aligned with our strategic priorities and individual performance, generally determined by the Compensation Committee. | | Long-Term Incentive Equity | • Incentivizes long-term company performance and value creation. • Aligns management and stockholder interests by linking pay to our corporate performance and the performance of our stock. • Attracts highly-qualified executives and encourages their continued employment over the long-term through multi-year vesting and ownership alignment. | • 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 Company and individual performance and market data obtained from the Compensation Committee’s independent compensation consultant. |

  25. Compensation Philosophy, Objectives and Elements of Executive Compensation

    We do not have formal policies for allocating compensation among salary, annual bonus awards and equity grants; short-term and long-term compensation; or cash and non-cash compensation. Instead, the Compensation Committee establishes an annual compensation program for executives, including NEOs, designed to support our executive compensation objectives and corporate strategy. In doing so, the Compensation Committee considers external market practices among peer companies (as provided by the Compensation Committee’s independent compensation consultant), individual and Company performance, and internal equity, and exercises judgment to determine compensation it believes is appropriate to achieve our executive compensation objectives. A significant portion of each NEO’s annual total target compensation is performance-based, consisting of annual bonus opportunities and long-term equity awards, to align executive incentives with Company performance, stockholder interests, and our corporate goals.

  26. 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 and long-term shareholder value. ☑ Balanced Short-Term and Long-Term Compensation. We design our compensation programs to balance short-term performance with long-term value creation. ☑ 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. |

  27. 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

  28. Compensation Consultant’s Role in Determining Compensation

    Compensation Consultant’s Role in Determining Compensation During 2025, 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.

  29. Fiscal 2025 Peer Group Companies

    Fiscal 2025 Peer Group Companies Compensia proposed a group of peer companies for purposes of comparing our executive compensation program against the competitive market in 2025. 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 businesses; (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 competitors and consideration of third-party proxy advisory firm peer sets for Payoneer. In 2025 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. Model N and Nuvei were removed from our peer group from 2024 to 2025 due to their acquisitions. Bill.com and Pagaya Technologies were added to our peer group for 2025 based on review of the criteria described above.

  30. Fiscal 2025 Peer Group Companies

    | AvidXchange (NASDAQ: AVDX) | EVERTEC (NYSE: EVTC) | Pagaya Technologies (NASDAQ: PGY) | Repay Holdings (NASDAQ: RPAY) | | Bill.com (NYSE: BILL) | Flywire (NASDAQ: FLYW) | Paymentus Holdings (NYSE: PAY) | Shift4 Payments (NYSE: FOUR) | | BlackLine (NASDAQ: BL) | LendingClub (NYSE: LC) | Phreesia (NYSE: PHR) | SPS Commerce (NASDAQ: SPSC) | | Enova International (NYSE: ENVA) | Marqeta (NASDAQ: MQ) | Q2 Holdings (NYSE: QTWO) | Upstart Holdings (NASDAQ: UPST) | | EverCommerce (NASDAQ: EVCM) | nCino (NASDAQ: NCNO) | Remitly Global (NASDAQ: RELY) | Zuora (NYSE: ZUO) |

  31. Fiscal 2025 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 using 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

  32. Fiscal 2025 Peer Group Companies

    | 24 | | | 2026 Proxy Statement |

  33. Fiscal 2025 Peer Group Companies

    performance, individual impact and scope of role, tenure, location, existing equity retention hold, our available cash and equity budgets, and internal pay parity considerations), to set an executive officer’s compensation.

  34. Analysis of Fiscal 2025 Compensation

    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 2025 were as set forth under “2025 Annual Bonus Decisions”. 2025 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

  35. Analysis of Fiscal 2025 Compensation

    which performance is measured are generated through our annual budget and strategic planning process. For 2025, the Compensation Committee determined that the performance goals that would drive funding of our annual company bonus pool, including amounts to be earned by our NEOs, would be 75% based on revenue excluding interest income and 25% based on Adjusted EBITDA excluding interest income. The Compensation Committee also approved the threshold, target, and maximum performance levels for each metric used to determine funding of the annual Company bonus pool, as summarized in the table below. The Compensation Committee retained discretion to adjust each NEO’s actual bonus based on review of individual performance.

  36. Analysis of Fiscal 2025 Compensation

    | Measure | Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | Revenue excluding interest income $(M) | 75% | $775 | $850 | $890 | | Adjusted EBITDA excluding interest income $(M) | 25% | $20 | $60 | $100 |

  37. Analysis of Fiscal 2025 Compensation

    As part of the Compensation Committee annual compensation review cycle in February 2025, the Compensation Committee approved an increase in the bonus target of Ms. Goldman from 75% to 85% of her base salary. 2025 Annual Bonus Decisions In February 2026, 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 our executive management and employees. The Compensation Committee reviewed our actual performance for fiscal 2025. The Company achieved 96.61% of our revenue excluding interest income target for the year, and 66.75% of the Adjusted EBITDA excluding interest income target for the year, resulting in an overall funding level of 79.35% of target based on our corporate performance on these metrics. In assessing the outcome based on these metrics, the Compensation Committee determined to fund the annual company bonus pool at an overall level of 87.28% of target to provide the ability to (1) factor adjustments to individual bonus payouts for individual performance ratings, in addition to overall corporate performance on plan metrics, (2) reflect the Company’s strong performance on other key strategic and operational objectives, (3) support differentiation and retention among strong and top performers across the broader employee population, and (4) maintain competitive and equitable bonus outcomes, in a year of global market uncertainties. The Compensation Committee next determined annual bonus payouts for our executive officers, including the NEOs. The Compensation Committee differentiated individual bonus outcomes for NEOs based on both Company performance and individual contributions and leadership. In conducting this review, the Committee evaluated each executive officer, including each of the NEO’s (1) contributions to the Company’s 2025 results and leadership of critical business initiatives, (2) execution against strategic priorities, and (3) impact on operational and financial performance. Based on this assessment, the Committee determined awards commensurate with individual

  38. Analysis of Fiscal 2025 Compensation

    contributions and leadership during the year. The target bonus opportunities approved for, and the actual amounts paid to, our NEOs for the 2025 annual bonus are set forth below.

  39. Analysis of Fiscal 2025 Compensation

    | Named Executive Officer | 2025 Target Bonus Opportunity (% of Base Salary) | 2025 Target Bonus Opportunity ($ Value) | 2025 Bonus % Funded (% of Target Bonus)(1) | 2025 Bonus % Funded ($ Value) | 2025 Actual Bonus Earned(1) | 2025 Actual Bonus earned as an approximate % of Target(1) | Committee Discretion Rationale(1) | | John Caplan | 100% | $535,000 | 87.28% | $466,948 | $525,000 | 98% | Led execution against the Company’s strategic priorities amid significant macroeconomic headwinds, including growth in higher-value customer segments and continued expansion of B2B, Checkout, and Cards. Improved monetization and business mix during the year, strengthening unit economics and revenue quality while maintaining execution discipline and organizational stability, despite global market uncertainties. | | Bea Ordonez | 100% | $495,000 | 87.28% | $432,036 | $485,000 | 98% | Drove improved profitability and margin performance through disciplined financial and operational management. Assumed expanded responsibility for the Company’s bank charter and stablecoin initiatives and operations functions. Strengthened financial planning, forecasting, capital allocation, and operational rigor, supporting more effective management and Board decision- making. Helped position the Company for long-term growth while maintaining balance sheet resilience. | | Tsafi Goldman | 85% | $375,700 | 87.28% | $327,911 | $370,000 | 98% | Supported commercial growth and strategic initiatives by strengthening global legal, regulatory, and governance execution. Assumed expanded responsibility for the acquired China licensed entity and related regulatory and operational execution. Enhanced governance, disclosure, and regulatory risk oversight, improving Board visibility and decision support. |

  40. Analysis of Fiscal 2025 Compensation

    Annual Equity Awards Long-term incentive compensation opportunities in the form of equity awards are granted to our NEOs, or recommended in the case of the CEO, 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, 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 2025, 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, during the first quarter of 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, in the form of PSUs, 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 are earned contingent upon our achievement of specified performance goals. PSUs granted as part of the PSU Program are eligible to convert to RSUs based on the Company’s achievement of pre-determined metrics relating to Revenue and Adjusted EBITDA of the Company, both excluding interest income and with equal weight, 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 “Certification Date”), the PSUs 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 is set to be between 0% and 200% of the target PSUs awarded. Such RSUs vest as to 25% on the later of the Certification Date 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 applicable NEO’s continued employment through each vesting date. The table below summarizes the Performance Metrics used for the 2025 PSU Program, their respective weightings, and the threshold, target, and maximum performance levels and associated payout percentages.

  41. Analysis of Fiscal 2025 Compensation

    | Measure | Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Revenue excluding interest income $(M) | 50% | $775 | $850 | $915 | | Adjusted EBITDA excluding interest income $(M) | 50% | $10 | $60 | $120 |

  42. Analysis of Fiscal 2025 Compensation

    Because of this multi-year vesting requirement, RSUs and PSUs 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 PSUs, as applicable. Additionally, because of their “full value” nature, RSUs and PSUs 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 use our equity compensation resources more efficiently.

  43. Analysis of Fiscal 2025 Compensation

    Equity Awards Granted in 2025 As described above, the Compensation Committee determined in February 2025 that the annual equity awards for 2025 to be granted to NEOs would consist of a mix of time-vesting RSUs and PSUs, with 75% of such equity awards granted as time-vesting RSUs and 25% granted as PSUs that may convert to RSUs based on the achievement of the Performance Metrics, each settled in shares of our common stock. The number of RSUs and PSUs 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 PSUs 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. The PSUs under the PSU Program converted on the Certification Date at a rate of 80.41% of the target, resulting in 200,645 RSUs for John Caplan, 95,545 RSUs for Bea Ordonez, and 47,773 RSUs for Tsafi Goldman. The following table sets forth the equity awards granted to our NEOs in 2025 and the aggregate grant date fair value of the equity awards:

  44. Analysis of Fiscal 2025 Compensation

    | Named Executive Officer | Time-Based RSUs | PSUs(1) | Aggregate Grant Date Fair Value ($)(2) | | John Caplan | 748,574 | 249,525 | 10,539,925 | | Bea Ordonez | 356,464 | 118,821 | 5,019,010 | | Tsafi Goldman | 178,232 | 59,411 | 2,509,510 |

  45. Analysis of Fiscal 2025 Compensation

    (1) Amounts reported represent the target amount of performance stock units (“PSUs”) granted to John Caplan, Bea Ordonez and Tsafi Goldman in February 2025. At the conclusion of the applicable measurement period of such PSUs, in February 2026, the PSUs were converted into 200,645, 95,545, and 47,773 RSUs, respectively. (2) 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.

  46. Summary Compensation Table

    Summary Compensation Table The following table shows, for the fiscal years ended 2025, 2024 and 2023, compensation awarded to or paid to, or earned by, our NEOs.

  47. 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 | 2025 | 535,000 | 525,000 | 10,539,925 | — | 107,112 | 11,707,037 | | | 2024 | 515,000 | 600,000 | 5,410,000 | 3,263,500 | 39,330 | 9,827,830 | | | 2023 | 475,000 | 475,000 | — | — | 900 | 950,900 | | Bea Ordonez Chief Financial Officer | 2025 | 495,000 | 485,000 | 5,019,010 | — | 16,622 | 6,015,632 | | | 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 | | Tsafi Goldman Chief Legal & Governance Officer | 2025 | 442,000 | 370,000 | 2,509,510 | — | 28,695 | 3,350,205 | | | 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 |

  48. Summary Compensation Table

    (1) Amount reflects the base salary in effect and actually paid to each NEO during 2023, 2024 and 2025. Ms. Ordonez’s base salary in 2023 reflects the prorated amount she was paid based on her January 16, 2023 hire date. (2) Amount reflects bonus received in February 2026 in respect of performance in 2025. 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 and PSUs in accordance with ASC Topic 718 granted pursuant to the 2021 Plan. For PSUs, the amounts are reported at target, which was the most probable achievement of the applicable performance conditions. The grant-date value of the PSUs assuming maximum achievement (200%) of the applicable performance conditions, was $5,269,968 for Mr. Caplan, $2,509,500 for Ms. Ordonez, and $1,254,760 for Ms. Goldman. In February 2026, at the conclusion of the applicable measurement period of the PSUs granted in 2025, it was determined that 80.41% of the target was obtained. Accordingly, the PSUs granted to Mr. Caplan were converted into 200,645 RSUs; the PSUs granted to Ms. Ordonez were converted into 95,545 RSUs, and the PSUs granted to Ms. Goldman were converted into 47,773 RSUs. (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 22 to our consolidated financial statements in our Annual Report on Form 10-K. (5) For Mr. Caplan, amounts in respect of fiscal year 2025 reflect costs relating to executive security in the amount of $91,360, personal transportation to the Company’s offices in the amount of $10,850, and life insurance premiums. For Ms. Ordonez, amounts in respect of fiscal year 2025 reflect the company contribution to 401(k) and the cost of life insurance premiums. For Ms. Goldman, amounts in respect of fiscal year 2025 reflect costs relating to a personal trip to her home country, executive security, personal transportation to the Company’s offices, certain tax advisory services generally available to employees who are relocated to the U.S., and life insurance premiums. For more information, see “Employee Benefits and Perquisites” above.

  49. Summary Compensation Table

    | 32 | | | 2026 Proxy Statement |

  50. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  51. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards($)(3) | | (a) | (b) | (f) | (g) | (h) | (i) | (l) | | John Caplan | 2/17/2025 | 124,763 | 249,525 | 499,050 | — | 2,634,984 | | | 2/17/2025 | — | — | — | 748,574 | 7,904,941 | | Bea Ordonez | 2/17/2025 | 59,411 | 118,821 | 237,642 | — | 1,254,750 | | | 2/17/2025 | — | — | — | 356,464 | 3,764,260 | | Tsafi Goldman | 2/17/2025 | 29,706 | 59,411 | 118,822 | — | 627,380 | | | 2/17/2025 | — | — | — | 178,232 | 1,882,130 |

  52. Grants of Plan-Based Awards

    (1) Represents PSUs which were granted on the dates shown in the table above, and are earned based on the achievement of pre-established performance goals measured over a one-year performance period, and thereafter convert to a number of RSUs that is set to be between 0% and 200% of the target PSUs awarded. Such RSUs 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 applicable NEO’s continued employment through each vesting date. (2) 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. (3) Amount reflects the full grant-date fair value of RSUs and PSUs granted during 2025 computed in accordance with ASC Topic 718.

  53. Grants of Plan-Based Awards

    | | | 2026 Proxy Statement | 33 |

  54. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  55. 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 | | | | | (#) | ($) | | (#) | ($) | (#) | ($) | | John Caplan | 7/1/2022 | 437,500 | 62,500 | 3.98 | 7/1/2032 | | | | | | | 7/1/2022 | | | | | | | 2,000,000(5) | 11,240,000(8) | | | 7/1/2022 | | | | | 250,000 | 1,405,000 | | | | | 2/19/2024 | 468,125 | 601,875 | 5.41 | 2/19/2034 | | | | | | | 2/19/2024 | | | | | 562,500 | 3,161,250 | | | | | 2/17/2025 | | | | | 748,574 | 4,206,986 | | | | | 2/17/2025 | | | | | | | 249,525(7) | 1,402,331(9) | | Bea Ordonez | 2/14/2023 | | | | | | | 400,000(6) | 2,248,000(8) | | | 2/14/2023 | | | | | 546,875 | 3,073,438 | | | | | 2/13/2024 | | | | | 393,750 | 2,212,875 | | | | | 2/17/2025 | | | | | 356,464 | 2,003,328 | | | | | 2/17/2025 | | | | | | | 118,821(7) | 667,774(9) | | 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 | 82,250 | | 2.90 | 2/13/2029 | | | | | | | 3/19/2020 | 28,200 | | 2.74 | 3/19/2030 | | | | | | | 3/19/2020 | 42,300 | | 0.01 | 3/19/2030 | | | | | | | 2/5/2021 | 75,200 | | 7.87 | 2/3/2031 | | | | | | | 9/9/2021 | | | | | | | 15,000(4) | 84,300(8) | | | 2/22/2022 | | | | | 12,500 | 70,250 | | | | | 2/14/2023 | | | | | 156,250 | 878,125 | | | | | 2/13/2024 | | | | | 168,750 | 948,375 | | | | | 2/17/2025 | | | | | 178,232 | 1,001,664 | | | | | 2/17/2025 | | | | | | | 59,411(7) | 333,890(9) |

  56. 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

  57. Outstanding Equity Awards at Fiscal Year-End

    | 34 | | | 2026 Proxy Statement |

  58. Outstanding Equity Awards at Fiscal Year-End

    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, 2025, which was $5.62. (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, provided that Ms. Goldman remains in continuous service on the 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 (achieved in 2024), $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. (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 (achieved in 2024), (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. (7) Represents PSUs that were outstanding as of December 31, 2025. The PSUs are earned based on the achievement of pre-established performance goals measured over a one-year performance period, and thereafter convert to a number of RSUs that is set to be between 0% and 200% of the target PSUs awarded. Such RSUs 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 applicable NEO’s continued employment through each vesting date. (8) Amounts set forth are based on the estimated fair value of the PSUs calculated based on per share closing price of Payoneer common stock on December 31, 2025, which was $5.62. (9) Amounts set forth in this column are based on the estimated fair value of the PSUs based on achieving target performance goals calculated based on per share closing price of Payoneer common stock on December 31, 2025, which was $5.62.

  59. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  60. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John Caplan | — | — | 937,500 | 7,523,750 | | Bea Ordonez | — | — | 743,750 | 5,950,438 | | Tsafi Goldman | 96,350 | 706,058 | 313,300 | 2,541,395 |

  61. 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, award agreements and/or our Change in Control Severance Plan, as the case may be:

  62. Director Compensation

    Director Compensation During 2025, our non-employee directors received annual cash compensation for services provided as directors.

  63. Director Compensation in 2025

    Director Compensation in 2025 The following table presents the total compensation each of our non-employee directors earned during the year ended December 31, 2025.

  64. Director Compensation in 2025

    | Director | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | | ($) | ($)(2) | ($) | ($) | | Avi Zeevi(1) | 44,444 | — | — | 44,444 | | Barak Eilam | 40,050 | 260,808 | — | 300,858 | | Amir Goldman | 60,000 | 199,996 | — | 259,996 | | Christopher (Woody) Marshall | 43,125(3) | 238,347 | — | 281,472 | | Rich Williams | 87,778(3) | 199,996 | — | 287,774 | | Pamela H. Patsley | 55,000 | 199,996 | — | 254,996 | | Sharda Caro del Castillo | 52,500 | 199,996 | — | 252,496 | | Susanna Morgan | 65,000(3) | 199,996 | — | 264,996 | | Scott Galit(1) | — | — | 27,200(4) | 27,200 |

  65. Director Compensation in 2025

    (1) Retired from the Board of Directors of Payoneer on June 10, 2025. (2) Our directors held the following RSUs as of December 31, 2025: Mr. Eilam — 29,154; Mr. Goldman — 46,342; Mr. Marshall — 29,154, Mr. Williams — 57,730, Ms. Patsley — 57,730, Ms. Caro del Castillo — 64,713; Ms. Morgan — 69,778. (3) Cash retainers due to Mr. Williams, Mr. Marshall and Ms. Morgan in respect of service during 2025 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. 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 Amended Non-Employee Director Compensation Plan, as updated in 2025, provides non-employee directors with the following annual cash retainers for service on our Board of Directors and its standing committees: • a $40,000 annual cash retainer for service as a member of the Board of Directors; • an additional $50,000 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 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 (or revokes a previously effective waiver) between two meetings receive a prorated award based on the appointment date that vests at the following meeting.

  66. Director Compensation in 2025

    | | | 2026 Proxy Statement | 39 |

  67. 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 2025, 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 $98,259; and the annual total compensation of our CEO for purposes of the pay ratio calculation was, as reported in the 2025 Summary Compensation Table included elsewhere in this Proxy Statement, $11,707,037. 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 119 to 1. Payoneer is a global company, with workforce located in 33 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, 2025, which is the last day of our most recently completed fiscal year, as the determination date. As of December 31, 2025, our total employee population consisted of approximately 2,446 individuals working at our U.S. entity and other consolidated subsidiaries, with approximately 8.6% of employees based in the U.S. and 91.4% 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 2025 as well as the annual bonus paid in February 2026 for the 2025 year-end cycle, and the aggregate grant date fair value of equity awards granted to employees in 2025, 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 2025 but were not employed for the entire 2025 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, 2025. 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 United Kingdom. • Once we identified our median employee, we identified and calculated the elements of that employee’s compensation for 2025 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 “Summary Compensation Table” for 2025 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.

  68. CEO Pay Ratio Disclosure

    | | | 2026 Proxy Statement | 41 |

  69. 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.”

  70. Pay Versus Performance Table

    Pay Versus Performance Table

  71. 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 excluding interest income (K)(8) ($) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | N/A | 11,707,037 | N/A | (13,250,848) | 4,682,919 | (2,481,303) | 53.02 | 119.28 | $73,192 | 821,160 | | 2024 | N/A | 9,827,830 | N/A | 38,451,586 | 2,625,068 | 8,553,964 | 94.72 | 100.17 | 121,163 | 720,870 | | 2023 | 964,100 | 950,900 | 825,030 | (1,592,111) | 4,417,262 | 4,012,762 | 49.15 | 100.99 | 93,333 | 600,469 | | 2022 | 3,060,700 | 15,124,420 | 426,088 | 23,416,502 | 6,686,879 | 4,515,392 | 51.60 | 83.15 | (11,970) | 572,331 | | 2021 | 5,159,210 | N/A | 25,804,030 | N/A | 7,116,937 | 5,330,229 | 69.34 | 107.40 | (33,987) | 470,701 |

  72. Pay Versus Performance Table

    * 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. (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 onwards, Mr. Galit (PEO 1) was no longer deemed as a PEO and therefore the tables in the Pay versus Performance disclosure covering the years 2024 and 2025 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 onwards, Mr. Galit (PEO 1) was no longer deemed as a PEO and therefore the tables in the Pay versus Performance Disclosure covering the years 2024 and 2025 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 2025 to determine the executive compensation actually paid.

  73. 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 ($) | | 2025 | 11,707,037 | 10,539,925 | (14,417,960) | — | (13,250,848) |

  74. 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 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

  75. Pay Versus Performance Table

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  76. Pay Versus Performance Table

    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:

  77. 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 ($) | | 2025 | 4,908,151 | (16,714,608) | — | (2,611,503) | — | — | (14,417,960) |

  78. 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 2025, Bea Ordonez, our Chief Financial Officer, and Tsafi Goldman, our Chief Legal & Governance Officer; (ii) for 2024, Ms. Ordonez, Ms. Goldman, and Arnon Kraft, our former Chief Operating Officer; (iii) for 2023, Michael Levine, our former Chief Financial Officer, Ms. Ordonez, Mr. Kraft, Ms. Goldman, and Keren Levy, our former President; (iv) for 2022, Mr. Levine, Mr. Kraft, Assaf Ronen, our former Chief Platform Officer, and Ms. Goldman; (v) for 2021, Mr. Kraft 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).

  79. 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 ($) | | 2025 | 4,682,919 | 3,764,260 | (3,399,961) | — | (2,481,303) |

  80. Pay Versus Performance Table

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

  81. 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 ($) | | 2025 | 1,752,912 | (4,094,306) | — | (1,058,567) | — | — | (3,399,961) |

  82. 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. (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.

  83. Pay Versus Performance Table

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  84. Pay Versus Performance Table

    (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 excluding interest income 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 amount reported for fiscal year 2025 represents the amount of revenue excluding interest income reflected in our audited financial statements for fiscal year 2025. For fiscal years 2024 and 2023, the CSM was determined to be revenue. Given the change, we have applied revenue excluding interest income retroactively for each of the previous covered fiscal years such that the dollar amount reported for each of the previous fiscal years in the Pay Versus Performance Table represents the amount of revenue excluding interest income reflected in our audited financial statements for each of such previous fiscal years.

  85. 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:

  86. Analysis of Information Presented in Pay Versus Performance Table

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  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)

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  90. Compensation Actually Paid and Company-Selected Measure

    Compensation Actually Paid and Company-Selected Measure For fiscal year 2025, the Company-Selected Measure was determined to be revenue excluding interest income, while for fiscal years 2024 and 2023, the Company-Selected Measure was determined to be revenue. Given the change, the graph below reflects revenue excluding interest income for all covered years.