UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

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Definitive Proxy Statement

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Soliciting Material under § 240.14a-12

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Payoneer Global Inc.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Message from our CEO

Dear Stockholders,

Our mission is to help small and medium-sized businesses (SMBs) globally grow by reliably and securely connecting them to the global digital economy. Our global financial stack makes it easier for SMBs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other needs from a single platform. Our core value proposition is that we eliminate the barriers to doing cross border business for the SMBs that we serve.

2023 was a defining year for Payoneer; a year in which we further focused our efforts and investments on serving the needs of our approximately 2 million active customers around the world. Our 2023 results reflect the strength of our customer relationships. We delivered a record $831 million of revenue, up 32% year-over-year, and significantly increased our net income and adjusted EBITDA margin. Our customers are increasingly using Payoneer to collect more of their cross-border accounts receivable, which drove our volumes up 11% to $66 billion. Customers also hold more funds in their Payoneer account, demonstrating the trust they have in us and the utility we are providing them. Our business generated significant cash flow, with $159 million of operating cash flows for the year, enabling us to both return capital to shareholders and invest in our business to drive long-term profitable growth.

We benefit from the active involvement of our Board of Directors, which provides valuable guidance and oversight. The composition of our Board is designed to include diverse viewpoints, backgrounds, experiences, and tenures, contributing significantly to our governance, strategy, and success. In 2023, we strengthened our Board with the addition of Sharda Caro Del Castillo and Susanna Morgan. Our robust corporate governance framework is in place to support our growth strategies, generate long-term value for stockholders and serve our customers, communities, and employees.

I am pleased to invite you to Payoneer’s 2024 Annual Meeting of Stockholders, to be held virtually on May 30, 2024, at 9.00 a.m. (Eastern Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/PAYO2024, where you will be able to listen to the meeting live, submit questions and vote online. During the meeting, we will address the voting items in this year’s Proxy Statement and take your questions. Regardless of whether you plan to join the meeting, your vote is important, and we encourage you to review the enclosed materials and submit your proxy before the meeting.

On behalf of our Board of Directors and our entire executive leadership team, thank you to our stockholders for your continued trust and support.

Sincerely,

John Caplan,
Chief Executive Officer and Director

Payoneer Global Inc.
Notice of annual meeting of stockholders
to be held virtually on May 30, 2024, at 9.00 a.m. (Eastern Time)

April 16, 2024​

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of the Stockholders (the “Annual Meeting”) of Payoneer Global Inc., a Delaware corporation (“we,” “us,” “Payoneer” or the “Company”). The Annual Meeting will be held virtually on May 30, 2024, at 9.00 a.m. (Eastern Time), for the following purposes:

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To elect the three nominees for Class III directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified;

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To ratify the selection of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC”), as the independent registered public accounting firm for Payoneer for the fiscal year ending December 31, 2024;

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To conduct a non-binding advisory vote to approve named executive officer compensation; and

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To conduct any other business properly brought before the Annual Meeting.

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The record date for the Annual Meeting is April 2, 2024 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof.

We have determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and without charge. We believe this is the right choice for Payoneer currently, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

If you plan to participate in the virtual Annual Meeting, please see the Questions and Answers section below. Stockholders will be able to attend, vote and submit questions via the internet by visiting www.virtualshareholdermeeting.com/PAYO2024.

If you have any questions or need assistance in voting your shares, please write to Payoneer Investor Relations at Payoneer Global Inc., 195 Broadway, 27th Floor, New York, NY 10007 or by email at investor@payoneer.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 30, 2024. This Proxy Statement and the Company’s 2023 Annual Report on Form 10-K are available at www.proxyvote.com.

As permitted by applicable Securities and Exchange Commission rules, on or about April 16, 2024, we mailed an Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our Annual Meeting Proxy Statement and 2023 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.

By Order of the Board of Directors

Tsafi Goldman,
Chief Legal & Regulatory Officer and Corporate Secretary

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO VIRTUALLY ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD, OR VOTE OVER THE TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE ANNUAL MEETING.

 

Table of Contents

 

 

Proposal No. 1: Election of Directors

The Company’s Board of Directors (the “Board”) is presently comprised of nine members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve from the time of their election until the third annual meeting of stockholders following their election. As of the date of this Proxy Statement, Class I directors consist of Scott Galit and Avi Zeevi; Class II directors consist of John Caplan, Amir Goldman, Susanna Morgan and Rich Williams; and Class III directors consist of Sharda Caro del Castillo, Christopher (Woody) Marshall and Pamela H. Patsley.

The Nominating and Corporate Governance Committee of the Board has recommended, and the Board has approved, the nomination of three Class III directors, Sharda Caro del Castillo, Christopher (Woody) Marshall and Pamela H. Patsley, for three-year terms expiring at the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, retirement, disqualification or removal. Each of Ms. Caro del Castillo, Mr. Marshall and Ms. Patsley is currently a director of the Company. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the highest number of affirmative votes will be elected.

Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, the proxies named may cast votes for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board, or the Board may reduce its size. We have no reason to believe that any nominee named will be unable to serve if elected.

 

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.

* Chair of the Board.

Our current directors self-identify as set forth in the table below.

 

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

 

Vote Required

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

The Board of Directors recommends
a vote “FOR” each named nominee.

 

Continuing Directors

 

 

 

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.

Board Composition

Our Board of Directors currently consists of nine members. In accordance with our amended and restated Certificate of Incorporation and our Bylaws, our directors are divided into three classes serving staggered three-year terms. At each annual meeting of stockholders, our directors will be elected to succeed the class of directors whose terms have expired. As of the date of this Proxy Statement, our directors are divided among the three classes as follows:

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Class I directors consist of Scott Galit and Avi Zeevi;

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Class II directors consist of John Caplan, Amir Goldman, Susanna Morgan and Rich Williams; and

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Class III directors consist of Sharda Caro del Castillo, Christopher (Woody) Marshall and Pamela H. Patsley.

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Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective terms. Each director’s term continues until the election and qualification of their successor, or their earlier death, resignation, retirement, disqualification, or removal.

Independence of the Board of Directors

The Board has affirmatively determined that directors Messrs. Goldman, Marshall, Williams and Zeevi, and Mses. Caro del Castillo, Morgan and Patsley are independent within the meaning of the applicable Nasdaq listing standards regarding the definition of “independent.” The Board has also determined that each of Mr. John C. (Hans) Morris and Ms. Heather Tookes, each of whom retired from our Board in 2023, was independent during their time of service on the Board. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence. There are no family relationships between any director and any of our executive officers.

Board Leadership Structure

Our Board of Directors is currently chaired by Mr. Zeevi. Our Board believes that separation of the positions of Chair of our Board and Chief Executive Officer is appropriate at this time because this structure reinforces the independence of our Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. As such, Mr. Caplan serves as our Chief Executive Officer while Mr. Zeevi serves as the Chair of our Board but is not an officer. We believe that the Board’s risk oversight structure function is complemented by our current board leadership structure of a separate Chair of the Board and Chief Executive Officer.

In addition, all members of the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Risk Committee are independent directors.

 

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of the Company’s risk management process. The Board believes that its current leadership structure facilitates its risk oversight responsibilities. In particular, the Board believes the majority-independent Board and the independent committees provide a well-functioning and effective balance to an experienced Chief Executive Officer.

The Audit Committee manages risk by overseeing the integrity of the Company’s financial statements and internal controls; the qualifications, independence and performance of the Company’s independent auditor; the performance of the Company’s internal audit function; and the Company’s compliance with legal and regulatory requirements. The Audit Committee reviews and discusses with members of the Risk Committee of the Board and with management the Company’s major financial risk exposures and steps taken to monitor and control such exposures.

The Nominating and Corporate Governance Committee manages risk by reviewing and evaluating the size, composition, function and duties of the Board consistent with its needs; overseeing the succession process in the event the Board determines that a new Chief Executive Officer should be hired; making recommendations to the Board as to determinations of director independence; and developing and recommending to the Board the Corporate Governance Guidelines, and reviewing and reassessing the Code of Conduct and Ethics for the Company.

The Compensation Committee manages risk by reviewing and assessing risks arising from the Company’s employee compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on the Company.

The Risk Committee manages risk by overseeing the Company’s affairs in the areas of enterprise risk management, including review of key risks and emerging risks that may be applicable to the Company, discussion of management’s risk mitigation processes and evaluation of potential remediation plans.

Meetings of the Board of Directors

During the fiscal year ended December 31, 2023, the Board held 7 meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which they served held in 2023 during the period for which they were a director or committee member. The Company’s directors are expected to attend our annual meetings of stockholders. In the 2023 annual meeting of stockholders all Board members participated.

Our independent directors meet from time to time in executive sessions as part of Board or committee meetings. The Board and each of our standing independent committees typically hold an executive session of independent directors as a part of most regularly scheduled meeting.

Information Regarding Committees of the Board of Directors

The Board has a number of committees that perform certain functions for the Board. The current committees of the Board are the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Committee. Below is a description of such committees. The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee each has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meets the applicable Nasdaq listing standards regarding “independence” and that each member has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit Committee

The members of our Audit Committee are currently Pamela H. Patsley, Susanna Morgan, Rich Williams and Avi Zeevi. Ms. Morgan is the Chair of our Audit Committee. The composition of our Audit Committee meets the

 

requirements for independence under the current Nasdaq listing standards and SEC rules and regulations, including independence requirements specific to members of the audit committee of the board of directors of a listed company. Our Board has determined that each member of our Audit Committee is financially literate. In addition, our Board has determined that each of Ms. Morgan and Ms. Patsley is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended. Our Audit Committee is directly responsible for, among other things:

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assisting the Board in its oversight of

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the integrity of the Company’s internal controls and financial statements, including reviewing and discussing with management and the independent auditor the annual audited financial statements and unaudited quarterly financial statements;

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the qualifications, independence and performance of the Company’s independent auditor;

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the performance of the Company’s internal audit function; and

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the Company’s compliance with legal and regulatory requirements; and

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preparing the Audit Committee report that the Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement.

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In 2023, the Audit Committee met 7 times. Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq. As required by its charter, the Audit Committee conducts a self-evaluation annually. The Audit Committee also reviews and assesses the adequacy of its charter annually and recommends any proposed changes to the Board for its consideration.

Compensation Committee

The members of our Compensation Committee are currently Sharda Caro del Castillo, Amir Goldman and Christopher (Woody) Marshall. Mr. Goldman is the Chair of our Compensation Committee. Each member of this committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations, including independence requirements specific to members of the compensation committee of the board of directors of a listed company. Our Compensation Committee is responsible for, among other things:

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determining, or recommending to the Board for determination, the base salary, incentive compensation, long-term compensation and any other compensation or benefit of the Chief Executive Officer and each of the Company’s other executive officers;

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reviewing, periodically evaluating and making recommendations to the Board regarding the compensation and benefits for the Company’s directors;

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reviewing and evaluating the Company’s executive compensation and benefits policies generally, including the review and recommendation of any incentive-compensation and equity-based plans of the Company that are subject to Board approval;

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reviewing and assessing risks arising from the Company’s employee compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on the Company; and

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preparing the Compensation Committee Report required by SEC rules to be included in the Company’s annual proxy statement or Form 10-K, and reviewing and discussing the Company’s Compensation Disclosure and Analysis as required by SEC rules (“CD&A”) with management and providing a recommendation to the Company’s Board regarding the inclusion of the CD&A within the Company’s proxy statement or Form 10-K, as applicable.

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In 2023, the Compensation Committee met 4 times. Our Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq. The Compensation

 

Committee charter grants the Compensation Committee sole authority to retain or obtain the advice of a compensation consultant, legal counsel or other adviser, including the authority to approve the consultant’s reasonable compensation. The Compensation Committee may select such advisers, or receive advice from any other adviser, after taking into consideration all factors relevant to that person’s independence from management, including those independence factors enumerated by Nasdaq rules.

As required by its charter, the Compensation Committee conducts a self-evaluation annually. The Compensation Committee also annually reviews and assesses the adequacy of its charter and recommends any proposed changes to the Board for its consideration.

Compensation Committee Processes and Procedures

The implementation of our compensation philosophy is carried out under the supervision of the Compensation Committee. The Compensation Committee charter requires that the Compensation Committee meet as often as it determines is appropriate to carry out its responsibilities under the charter, but not less than twice a year. The Chair of the Compensation Committee, in consultation with the other Compensation Committee members, determines the frequency and length of the Compensation Committee meetings and sets meeting agendas consistent with the Compensation Committee charter. The Compensation Committee also meets regularly in executive sessions. Management does not participate in the executive sessions of the Compensation Committee.

The Compensation Committee has engaged Compensia as an independent adviser to the Compensation Committee. For 2023, Compensia conducted analysis and provided data on, among other things, market-based cash and appropriate equity compensation for our executive officers, including our then-Co-Chief Executive Officers and Chief Financial Officer. Compensia reported directly to the Compensation Committee, which retained sole authority to direct the work of and engage Compensia. As part of its analysis, Compensia collected and analyzed compensation information from a peer group of comparable public companies. The Compensation Committee considered this report when making its determinations regarding executive compensation in 2023, as detailed below in the section titled “Compensation Discussion and Analysis”.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are currently Amir Goldman, Christopher (Woody) Marshall and Pamela H. Patsley. Mr. Marshall is the Chair of our Nominating and Corporate Governance Committee. All members of our Nominating and Corporate Governance Committee meet the requirements for independence under the current Nasdaq listing standards. Our Nominating and Corporate Governance Committee is responsible for, among other things:

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reviewing and evaluating the size, composition, function and duties of the Board consistent with its needs;

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recommending criteria for the selection of candidates to the Board and its committees, and identifying individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by stockholders;

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recommending to the Board director nominees for election at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;

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recommending directors for appointment to Board committees;

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overseeing the succession process in the event the Board determines that a new Chief Executive Officer should be hired;

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making recommendations to the Board as to determinations of director independence;

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overseeing the evaluation of the Board;

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reviewing the Company’s actions in furtherance of its environmental, social and governance (ESG) efforts and corporate social responsibility (CSR), including considering the impact of Company procedures and processes on employees, citizens and communities; and

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reviewing and recommending to the Board with regard to the Corporate Governance Guidelines and Code of Conduct and Ethics for the Company.

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In evaluating director nominees, the Board, with assistance of the Nominating and Corporate Governance Committee, considers a nominee’s qualities, performance and professional responsibilities, but also the then composition of the Board and the challenges and needs of the Board at that time, including issues of judgment, skills, background and experience. The Board believes that directors should possess relevant skills, professional experience, personal integrity, judgment and availability necessary to meet the challenges and needs of the Board. The Nominating and Corporate Governance Committee does not have a specific director diversity policy, but in practice considers diversity, including gender identity, race and ethnicity, and background, in evaluating candidates for Board membership.

The Nominating and Corporate Governance Committee held 2 meetings in 2023. Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

The Nominating and Corporate Governance Committee charter grants the Nominating and Corporate Governance Committee authority to retain and terminate any advisers, including search firms, to identify director candidates, compensation consultants as to director compensation and legal counsel in relation to such matters, including sole authority to approve all such advisers’ fees and other retention terms.

As required by its charter, the Nominating and Corporate Governance Committee conducts a self-evaluation annually. The Nominating and Corporate Governance Committee also annually reviews and assesses the adequacy of its charter and recommends any proposed changes to the Board for its consideration.

Risk Committee

The members of our Risk Committee are currently Sharda Caro del Castillo, Susanna Morgan and Rich Williams. Mr. Williams is the Chair of our Risk Committee. Our Risk Committee is responsible for, among other things:

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reviewing the adequacy of the Company’s enterprise risk management programs and policies, and making recommendations for any improvements in these areas;

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overseeing and discussing emerging and key risks and the steps that management has taken to monitor and control such risks;

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reviewing the Company’s cybersecurity and the protection of data integrity policies and practices, including making recommendations for improvements in these areas;

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reviewing the Company’s privacy and data protection policies and receiving from management updates regarding its activities in these areas and recommending areas for improvement; and

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reporting, together with management, on an annual basis to the Board on (a) the Company’s strategies in light of the overall risk profile of the Company, (b) the nature and magnitude of the significant risks the Company is exposed to, (c) the processes, policies, procedures and controls in place to manage or mitigate the significant risks, and (d) the overall effectiveness of the enterprise risk management process.

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In 2023, the Risk Committee met 5 times. Our Risk Committee operates under a written charter, which requires the Risk Committee to conduct a self-evaluation annually. The Risk Committee also reviews and assesses the adequacy of its charter annually and recommends any proposed changes to the Board for its consideration.

 

Communications with the Board of Directors

Stockholders or other interested parties wishing to communicate with the Board, the Chair, the independent directors as a group or any individual director may do so by writing to: Corporate Secretary, c/o Payoneer Global Inc., 195 Broadway, 27th Floor, New York, NY 10007.

All communications will be promptly forwarded to the appropriate director(s). Such items that are unrelated to a director’s duties and responsibilities as a Board member may be excluded by our corporate security department, including, without limitation, solicitations and advertisements, junk mail, product-related communications, job referral materials and resumes, surveys, and material that is determined to be illegal or otherwise inappropriate.

Stockholders may recommend a candidate to the Board by following the procedures for communicating with the Board described above. The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner as other director candidates.

Code of Conduct and Ethics

Our Board of Directors has adopted a Code of Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior officers. The full text of our Code of Conduct and Ethics is available in the Governance section of our website at investor.payoneer.com/governance. Information on or accessible through our website is not incorporated by reference in this Proxy Statement. We intend to disclose future amendments to our Code of Conduct and Ethics, and any waivers of such code, on our website set forth above.

 

Social Impact and ESG Practices

Payoneer is driven by our aspiration to provide opportunities for all. We approach Environmental, Social and Governance (ESG) and social impact topics with the belief that what is good for our employees, customers, communities and the environment, is also good for business.

We are dedicated to embedding socially responsible principles and practices into our business and marketing strategies. We do this by fostering a supportive, diverse and inclusive culture, creating opportunities for underserved SMBs and entrepreneurs to thrive, being responsible stewards of the environment, and building impactful partnerships with regional NGOs that we fund through the Payoneer Foundation, which we established at the end of 2022.

Our Nominating and Corporate Governance Committee provides oversight of the development and implementation of our ESG and impact strategy. As part of its charter, the Committee reviews the Company’s actions in furtherance of its ESG efforts and corporate social responsibility, including considering the impact of Company procedures and processes on employees, citizens and global communities. The Committee receives regular updates from management on the continued development and implementation of our impact work and the Committee discusses these topics with management.

Impact Themes

Our social impact programs center around four themes that align with our business strategy and culture:

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Fostering the development and empowerment of SMBs

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Advancing more opportunities for women in tech and women-owned businesses

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Supporting young people in business through financial education and/or entrepreneurship

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Addressing environmental concerns and/or helping to mitigate the impact of climate change

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2023 Impact Highlights

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We published our inaugural Global Impact Report in July 2023, covering our accomplishments and key initiatives for 2022, and our future plans.

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During Payoneer’s 2023 Global Week of Good, 500+ employees volunteered more than 1,500 hours on 26 global projects in 15 countries. .

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The Payoneer Foundation initiated its first grants to organizations in support of projects engaged in driving small business development, empowerment and entrepreneurism in India, Vietnam, Latin America and the Philippines.

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We continued to assess our carbon footprint, in partnership with a third-party consultant, and quantify our emissions in alignment with the GHG protocol. In 2023, we conducted our second third-party GHG assessment to track our emissions against our 2022 baseline. We expect to report this information — along with the data from our internal Transportation Survey — as part of our overall greenhouse gas (GHG) assessment in our 2023 Global Impact Report.

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50% of our staff and 40% of our Executive Management positions are held by women.

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In 2023, we conducted workspace focus groups that allowed teams to come together for important discussions around space, connectivity and culture, workstyles and behavior, and future workplace design. This helped us assess how employees’ workspaces are functioning and prioritize improvements to optimize the in-office employee experience for our future workspaces.

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In 2024, we are working with our regional business teams and leadership to increase alignment between our impact priorities and our business strategy to further amplify Payoneer’s commitment to increasing social impact. Payoneer’s second Global Impact Report is expected to be published later in 2024, to reflect in detail our ESG and impact accomplishments, findings and data for 2023.

 

Report of the Audit Committee of the Board of Directors

In connection with the Company’s December 31, 2023 consolidated financial statements, the Audit Committee reviewed and discussed the audited financial statements and the effectiveness of internal control over financial reporting with management and the specific disclosures contained in the Company’s Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, discussed with Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm (“PwC”) the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, and considered the compatibility of non-audit services with PwC’s independence. The Audit Committee also reviewed written disclosures and the letter from PwC as required by applicable requirements of PCAOB regarding such independent accountant’s communications with the Audit Committee concerning independence and has discussed the independence with the accountant. The Audit Committee met 7 times during 2023.

Based on the review and discussions discussed above, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K.

THE AUDIT COMMITTEE

Susanna Morgan (Chair)
Pamela H. Patsley
Rich Williams
Avi Zeevi

 

Proposal No. 2: Ratification of the Selection of the Independent Registered Public Accounting Firm for Payoneer

On April 10, 2024, the Audit Committee selected and approved Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. PwC has served as our independent registered public accounting firm since 2005. Representatives of PwC plan to attend the Annual Meeting and will be available to answer appropriate questions from stockholders. They will have the opportunity to make a statement if they desire to do so.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of PwC as the Company’s independent registered public accounting firm. However, the Audit Committee is submitting the selection of PwC to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain PwC. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders.

Independent Registered Public Accounting Firm

The following is a summary of the fees and services provided by PwC to the Company for fiscal years 2023 and 2022:

(1) Audit fees for PwC for 2023 and 2022 were for professional services rendered for the audits of our financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023 and December 31, 2022, review of interim financial statements and services that were provided by PwC in connection with statutory and regulatory filings or engagements.

(2) Fees for the year ended December 31, 2023 were in connection with M&A related due-diligence services.

The Audit Committee or delegate thereof pre-approves the scope of the audit, audit-related and tax services provided by our independent registered public accounting firm, as well as associated fees and terms, pursuant to pre-approval policies and procedures established by the Audit Committee. The Audit Committee evaluates the independent registered public accounting firm’s qualifications, performance and independence on an annual basis.

 

Vote Required

The affirmative vote of the holders of a majority of the votes cast will be required for the ratification of the selection of the independent registered public accounting firm. Abstentions will have no effect on this Proposal No. 2

The Board of Directors recommends
a vote “FOR” proposal no. 2.

 

Other Information Related to Payoneer,
the Directors and Executive Officers

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of February 29, 2024, by:

•

each person whom we know to own beneficially more than 5% of our common stock;

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•

each of our directors, nominees and named executive officers individually; and

​

•

all of our directors and executive officers as a group.

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In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable and restricted stock units that vest within 60 days of February 29, 2024. Shares issuable pursuant to stock options or restricted stock units are deemed outstanding for computing the percentage of the person holding such options or restricted stock units but are not outstanding for computing the percentage of any other person. The percentage ownership of our common stock in the “Shares Beneficially Owned” column in the table is based on 356,066,876 shares of our common stock issued and outstanding as of February 29, 2024.

Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. The information on beneficial ownership in the table is based upon the Company’s records and the most recent Form 3, Form 4, Schedule 13D or Schedule 13G filed by such person or entity.

Unless otherwise indicated, the mailing address of each of the stockholders below is c/o Payoneer Global Inc., 195 Broadway, 27th Floor, New York, NY 10007. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

 

* Represents less than 1% of Payoneer’s outstanding common stock.

† Shares of common stock beneficially owned include shares issuable upon the exercise or settlement of existing stock options and restricted stock units, respectively, that could have vested during the 60-day period following the date of the above chart, and the pro-rated remainder of the Earn-Out Shares (as such term is defined in the Agreement and Plan of Reorganization dated February 3, 2021, as amended (the “Reorganization Agreement”)).

(1) Consists of 31,404,189 shares of common stock (including Earn-Out Shares) held by TCV VIII, L.P., 8,468,718 shares of common stock (including Earn-Out Shares) held by TCV VIII (A), L.P., 1,950,462 shares of common stock (including Earn-Out Shares) held by TCV VIII (B), L.P. (TCV VIII, L.P., TCV VIII (A), L.P., and TCV VIII (B), L.P., the “TCV VIII Funds”), and 2,318,185 shares of common stock (including Earn-Out Shares) held by TCV Member Fund, L.P. (the “Member Fund”, and together with the TCV VIII Funds, the “TCV Entities”). Technology Crossover Management VIII, Ltd. (“Management VIII”) is the sole general partner of Technology Crossover Management VIII, L.P. (“TCM VIII”), which in turn is the sole general partner of the TCV VIII Funds. Management VIII is a general partner of the Member Fund. Each of the TCV Entities has the sole power to dispose or direct the disposition of the shares of common stock that it holds directly and has the sole power to vote or direct the vote of such shares. Management VIII, as the ultimate general partner of the TCV Entities, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV Entities and have the sole power to direct the vote of such shares of common stock. TCM VIII, as the direct general partner of the TCV VIII Funds, may also be deemed to have sole power to dispose or direct the disposition of the shares of common stock held by the TCV VIII Funds and have the sole power to direct the vote of such shares of common stock. Each of Management VIII and TCM VIII disclaims beneficial ownership of the shares of common stock owned by the TCV Entities, except to the extent of their respective pecuniary interest therein. Christopher (Woody) Marshall, a Class A Director of Management VIII and a limited partner of TCM VIII and the Member Fund, serves as a director of Payoneer. Mr. Marshall disclaims beneficial ownership of the securities held by the TCV Entities except to the extent of his pecuniary interest therein. The address for each of these entities is c/o TCV, 250 Middlefield Road, Menlo Park, California 94025.

 

(2) Consists of 34,741,372 shares of common stock held by BlackRock, Inc., a parent holding company or control person for the following entities: BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors (over 5%), BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., and BlackRock Fund Managers Ltd. The address for Blackrock, Inc. is 50 Hudson Yards, New York, NY 10001.

(3) Consists of 18,797,758 shares of common stock held by SIG Growth Equity Funds Limited Partnership, LLLP (“SIG”), 8,742,838 shares of common stock (including Earn-Out Shares) held by Susquehanna Growth Equity Fund V, LLLP (“SGE V”), and 1,308,190 Earn-Out Shares held by Susquehanna Growth Equity Fund III, LLLP (“SGE III”, and, together with SIG and SGE V, the “SGE Funds”). The address for each of these entities is 401 City Avenue, suite 220, Bala Cynwyd, PA 19004. Amir Goldman, a director of Payoneer, is affiliated with Susquehanna Capital Management, LLC (“SGE Management”), which provides investment advisory services to the SGE Funds. In such capacity, SGE Management has voting and dispositive power over such shares. SGE Management and Mr. Goldman disclaim beneficial ownership of securities it or he does not directly own.

(4) Consists of 28,579,172 shares of common stock held by The Vanguard Group, an investment adviser. The address for this entity is 100 Vanguard Blvd., Malvern, PA 19355.

(5) Consists of 21,428,749 shares of common stock (including Earn-Out Shares) held by Birchtree Fund Investments Private Limited. Birchtree Fund Investments Private Limited is a direct wholly-owned subsidiary of Fullerton Fund Investments Pte Ltd, which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited. Each of Fullerton Fund Investments Pte Ltd and Temasek Holdings (Private) Limited, through the ownership described herein, may be deemed to beneficially own the securities held directly by Birchtree Fund Investments Private Limited. The address for these entities is 60B Orchard Road, #06-18, Tower 2, The Atrium @ Orchard, Singapore 238891.

(6) Consists of 2,008,352 shares of common stock held by a family limited partnership of which Mr. Goldman is a general partner. Mr. Goldman, a director of Payoneer, disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Information about Our Executive Officers

The following table sets forth certain information concerning our executive officers as of the date of this Proxy Statement:

Mr. Caplan’s biography can be found on page 5 of this Proxy Statement with the biographies of the other members of the Board. Biographies for our other executive officers are below.

Bea Ordonez. Ms. Ordonez has served as the Chief Financial Officer of Payoneer since March 2023, after joining the Company as Deputy Chief Financial Officer in January 2023. From 2022 to 2023, Ms. Ordonez was Chief Innovation Officer of Webster Bank (NYSE: WBS). From 2021 to 2022, Ms. Ordonez served as Chief Financial Officer and Executive Vice President of Sterling National Bank (NYSE: STL, prior to its acquisition by Webster Bank). Prior to joining Sterling National Bank, from 2015 to 2021, Ms. Ordonez was Chief Financial Officer of OTC Markets Group (OTCQX: OTCM), a company that operates regulated financial markets for U.S. and global securities. From 2006 to 2015 Ms. Ordonez served as COO and Managing Director of Convergex, a global financial services firm (since acquired by Cowen (NASDAQ: COWN)) providing execution, trading, prime brokerage, clearing and other services to institutional investors and counterparties. Earlier in her career, Ms. Ordonez served as Chief Financial Officer of G-Trade, a broker-dealer providing electronic access to global equities markets and held roles as a tax consultant with PricewaterhouseCoopers as well as with Arthur Andersen. Ms. Ordonez has a Bachelor of Laws (LLB) from the University of Nottingham and is a member of the Institute of Chartered Accountants in England and Wales.

Arnon Kraft. Mr. Kraft joined Payoneer in March 2021 and has served as its Chief Operating Officer since September 2021. He is a business and operations executive with over 20 years of General Manager and Vice President level experience at Fortune 500 companies in the U.S. From 2019 to 2021, Mr. Kraft was CEO of Big 4 Strategic Consulting, a consulting firm. From 2012 to 2018, Mr. Kraft served as General Manager for Strategic

 

Sourcing at Microsoft. Prior to joining Microsoft, Mr. Kraft was Vice President of Operations at modu mobile, a mobile phone company. Mr. Kraft also served in several executive roles at SanDisk, such as Vice President of Technology and Operations, Vice President of Business Development and Director of Customer Management. Mr. Kraft has a Master of Business Administration from Tel Aviv University and a Bachelor of Science degree from The Technion, Israeli Institute of Technology.

Tsafi Goldman. Ms. Goldman has served as the Chief Legal & Regulatory Officer of Payoneer since 2019. She is responsible for the legal and regulatory aspects of Payoneer’s business activities and operations, management of the Company’s in-house team of lawyers and regulatory governance matters, and since 2023 is also responsible for the Company’s Enterprise Risk Management team. Ms. Goldman joined Payoneer in 2015. Ms. Goldman’s experience as a lawyer includes a large range of commercial, corporate and private equity legal work, representing early-stage and growth companies, as well as expertise in payments services and regulation. Prior to joining Payoneer, Ms. Goldman was a partner at CBLS Law Offices from 2004 to 2014, a boutique Tel-Aviv law firm, where Payoneer was one of her clients. Ms. Goldman held various positions in leading law firms, focusing on the high-tech and bio-med sectors, as well as in-house roles at Israel Chemicals group (ICL) and ECI Telecom from 1996 to 1998. Ms. Goldman has a Bachelor of Laws (LLB) from Tel Aviv University.

 

Compensation Discussion and Analysis

Overview

This CD&A describes our executive compensation philosophy, processes, objectives and the material elements of our compensation program for our “named executive officers” or “NEOs” for fiscal year 2023 who are named in the “Summary Compensation Table.” This CD&A should be read together with the compensation tables and related disclosures set forth below.

We became a public company in June 2021, and we filed our proxy statement last year as a large accelerated filer for the first time. Therefore, this year’s Proxy Statement includes disclosure showing the ratio of the Chief Executive Officer’s pay to median employee pay, which was previously not required.

In 2023, our NEOs and their positions were as follows:

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John Caplan, our former Co-Chief Executive Officer and currently Chief Executive Officer;

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•

Scott Galit, our former Co-Chief Executive Officer and currently Senior Advisor;

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•

Bea (Beatrice) Ordonez, our Chief Financial Officer;

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•

Michael Levine, our former Chief Financial Officer;

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•

Arnon Kraft, our Chief Operating Officer;

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•

Tsafi Goldman, our Chief Legal & Regulatory Officer; and

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•

Keren Levy, our former President.

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Executive Officer Changes

John Caplan became our sole Chief Executive Officer on March 1, 2023, after serving as Co-Chief Executive Officer (together with Scott Galit) from May 25, 2022. On March 1, 2023, Scott Galit transitioned to being a Senior Advisor to the Company. In addition, on March 1, 2023, Bea Ordonez was appointed as our Chief Financial Officer, replacing Michael Levine who transitioned to an advisory role through January 1, 2024.

Keren Levy departed as President on September 30, 2023 and remains in a non-executive capacity for a transition period which is expected to end on June 30, 2024.

Executive Summary

Business

Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy.

Payoneer serves approximately 2 million active customers located in more than 190 countries and territories and operating in a wide variety of industries. Customers include goods exporters selling cross-border to consumers and other businesses, services companies exporting their capabilities to international clients, independent professionals, creators, and contractors capitalizing on the digitization of the workplace and remote work, vacation rental hosts, and businesses working with suppliers and vendors from different countries in different currencies. Payoneer’s customers sell their goods or services either via a marketplace or directly to other businesses (B2B), and/or to customers via webstores.

Payoneer’s financial stack enables customers to access global demand and supply, pay and get paid, and manage their cross border and other needs from a single platform. Our financial stack provides a full suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, and includes services such as working capital

 

and the provision of data-driven insights. The Company leverages nearly 100 banking and payment service providers globally to support transactions in over 7,000 trade corridors and enable same-day and real-time settlement in over 150 countries. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers. With a multi-currency Payoneer Account, businesses around the world can serve and transact with their overseas customers, suppliers, vendors, and partners as if they were local.

Fiscal 2023 Business Highlights

In fiscal 2023, we delivered another strong year of financial performance and execution. Highlights from the year ended December 31, 2023 include:

•

Revenue growth was driven by interest income earned on customer balances resulting from rising interest rates and an increase in customer balances held on our platform. The remaining increase was driven by a combination of growth in the number of customers on our platform, ongoing growth in high take rate regions, certain monetization initiatives and continued adoption of our high value services.

​

•

Volume growth was driven by a combination of continued growth with our largest digital commerce marketplaces, strong travel demand, and customer acquisition.

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•

Net income grew to $93.3 million in 2023, from a net loss of $12.0 million in 2022. Adjusted EBITDA grew over 300% to $205.1 million in 2023, compared to $48.5 million in 2022. (For a definition of adjusted EBITDA and the reconciliation from net income (loss) to adjusted EBITDA, please see Annex A of this Proxy Statement.)

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For additional information related to 2023 performance, please refer to our Annual Report on Form 10-K filed with the SEC on February 28, 2024.

The 2023 Stockholder Advisory Vote on Executive Compensation

At our 2023 annual meeting of stockholders, we conducted an advisory vote on executive compensation (a “say-on-pay vote”). Approximately 95% of the shares represented and entitled to vote on our 2023 say-on-pay vote (excluding broker non-votes) approved, on an advisory basis, the compensation of our named executive officers.

Our Compensation Committee considers the result of our say-on-pay votes in determining named executive officer 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 named executive officers with those of our stockholders. Accordingly, we made no significant changes to our executive compensation program in 2023.

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 named executive officers going forward.

Compensation Philosophy, Objectives and Elements of Executive Compensation

Our executive compensation program aims to achieve the following main objectives:

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attract, retain and reward highly qualified executives who have the skills and leadership necessary to grow our business;

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•

provide incentives that hold our executives accountable for our performance and motivate and reward for achievement of our key performance goals; and

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•

align our executives’ interests with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance.

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At the core of our compensation philosophy, we aim to provide a compensation package to each of our NEOs that emphasizes pay-for-performance, and that is both externally competitive to the market and internally equitable within our organization. We believe that a performance-based culture is crucial to our growth and success, and our compensation program is designed to foster these core beliefs.

Consistent with our pay-for-performance philosophy, and to ensure our NEOs’ interests are closely aligned with those of our stockholders, a substantial portion of our NEOs’ compensation is awarded in the form of variable, “at-risk” annual bonus awards and long-term incentive awards, with a significant portion of annual cash bonuses being determined based on achievement of rigorous corporate and financial performance goals. A significant portion of this “at-risk” compensation is granted in the form of equity incentive awards, the realized value of which bears a direct relationship to our stock price.

Our executive compensation program design includes a mix of three key compensation elements — (i) base salary, (ii) annual cash bonus awards and (iii) long-term equity incentive awards. We also provide our executive officers with benefits available to all our employees, including retirement benefits under our 401(k) plan (or the applicable broad-based retirement plan in other countries) and participation in employee benefit plans.

In isolated cases, we provide sign-on bonuses for newly hired employees, including in some cases NEOs, often granted in connection with the new hire forfeiting compensation from his or her prior employer. Such bonuses are also generally subject to repayment if the employee leaves prior to a specified period of time.

The below chart summarizes the three main elements of our executive compensation, their objectives and key features.

 

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

Executive Compensation Practices

Our executive compensation program and practices are designed to reinforce our pay for performance philosophy and incorporate the following corporate governance best practices designed to protect the interests of our stockholders. As we continue to transition from a newly public company to a more mature public company, we will continue to evaluate our compensation program relative to our market peers.

 

Executive Compensation Process

Role of the Compensation Committee, Management and the Board

The Compensation Committee is appointed by our Board of Directors and oversees our compensation policies, plans and programs with the goal of attracting, incentivizing and retaining top-quality executive management and employees. The Compensation Committee is responsible for reviewing and determining all compensation paid to our executive officers, including our NEOs, and also reviews our compensation practices and policies as they relate to risk management and advises our Board of Directors on CEO compensation. Our Compensation Committee consists solely of independent members of the Board of Directors.

The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, annual bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers.

Our CEO (currently), or Co-CEOs as of January and February of 2023, evaluated and provided the Compensation Committee with performance assessments and compensation recommendations with respect to the executive

 

officers other than themselves. While the CEO or Co-CEOs (as applicable), discuss their recommendations with the Compensation Committee, they do not participate in the deliberations concerning, or the determination of, their own performance and compensation. The Compensation Committee discusses and makes final determinations with respect to executive compensation matters without the CEO or Co-CEOs (as applicable) present during discussions of their compensation. From time to time, various other members of management, including the Chief People Officer, and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings.

Compensation Consultant’s Role in Determining Compensation

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

Fiscal 2023 Peer Group Companies

Compensia proposed a group of peer companies for purposes of comparing our executive compensation program against the competitive market in 2023. The Compensation Committee considered this competitive market assessment by Compensia, which was based on the peer group companies listed below, to better understand the competitive market for executive talent for purposes of compensation decisions by the Compensation Committee.

The companies in the compensation peer group listed below were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined by using the following general criteria: (i) similar size, as measured primarily by revenue and market capitalization; (ii) similar industry, business model and/or product; (iii) headquartered in the United States, with a preference for comparable headcount; and (iv) preference for high-growth companies with recent initial public offerings. In 2023 we made certain adjustments to the peer group compared to the previous year, based on size, value, industry and business focus, public listing stage, or acquisition of the listed peers.

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

 

Analysis of Fiscal 2023 Compensation

Compensation Elements Overview

The 2023 executive compensation program consisted of the following elements: base salary, short-term incentive compensation in the form of an annual cash bonus and long-term equity incentive compensation in the form of time-vesting restricted stock units (and performance-vesting restricted stock units at hiring for some). Each element is intended to reward and motivate our NEOs in a manner consistent with our overall compensation philosophy. Each of the above-described compensation elements for our NEOs for fiscal 2023 is discussed in detail below, including a description of the element.

Base Salary

Base salary represents the fixed portion of the compensation of our NEOs and is an important element of compensation intended to attract and retain highly-talented individuals. Generally, we use base salary to provide each NEO with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation at the time we hire the individual, taking into account his or her position, qualifications, experience, prior salary level (if legally permissible), location, and the base salaries of our other NEOs. Thereafter, the Compensation Committee annually reviews the base salaries of our NEOs as part of the ongoing compensation review process, with input from our CEO (previously Co-CEOs) (except with respect to their own base salary) and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a NEO’s performance, individual contributions and responsibilities, position in the case of a promotion, and market conditions.

In February 2023, the Compensation Committee reviewed the base salaries of our then-current executive officers, taking into consideration the competitive market analysis prepared by the independent compensation consultant, as well as the other factors described in the section above. Following this review, the Compensation Committee approved a base salary increases for Tsafi Goldman, Arnon Kraft and Keren Levy based on their performance and deliverables and in order to bring their base salaries to levels more competitively aligned with similarly-situated executives in our peer group companies and with executives within the company. The table below sets forth the 2023 base salary for each of our NEOs and the 2022 base salary for each of the NEOs who was employed by the Company in 2022.

(1) Amount reflects the full annual base salary in effect (and not any proration) in 2022 and 2023. Mr. Kraft’s and Ms. Levy’s base salaries were paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.37 NIS/$ for 2022 and 3.7 NIS/$ for 2023, which was based on an average of the applicable monthly end-of-month exchange rates). Due to the exchange rate differences between 2022 and 2023, their salary increases are not apparent in the resulting dollar value.

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 (as described below) by our executive officers for 2023 were as follows:

(1) Pro-rated to Ms. Ordonez’s start date on January 16, 2023.

(2) Mr. Kraft’s and Ms. Levy’s bonuses were paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.7 NIS/$, which was based on an average of the applicable monthly end-of-month exchange rates).

2023 Annual Bonus Goal Setting

The performance goals and objectives under our annual bonus program were approved by our Compensation Committee during the applicable fiscal year. The performance metrics and related targets against which performance is measured are generated through our annual budget and strategic planning process. For 2023, the Compensation Committee determined that the performance goals that would drive funding of our annual bonus pool, including for amounts to be earned by our NEOs, would be at 50% based on revenue, 25% based on Adjusted EBITDA, 7.5% based on an internal metric tied to growth in our B2B business, 7.5% based on an operational metric pertaining to certain technology enhancements, and 10% based on discretionary considerations of the Compensation Committee. The Compensation Committee determined that the targets, based on annual budget and strategic considerations would be $820 million for revenue (with a minimum requirement of $705 million and a maximum of $850 million), $145 million for Adjusted EBITDA (with a minimum requirement of $115 million and a maximum of $160 million), certain growth targets in our B2B business and the achievement of a certain operational metric related to platform enhancement efforts, with the funding to range from 50% to 120% based on performance versus target. The discretionary portion had a maximum company funding level of 120% as well, with no guaranteed minimum and was included in order for the Compensation Committee to specifically address other considerations that may impact company performance, including volatile markets, global disputes and other uncertainties relating to both micro and macro-economic factors that are not included in other goals.

2023 Annual Bonus Decisions

In February 2024, the Compensation Committee reviewed our actual performance and determined both the overall funding of the cash bonus pool and the individual amounts to be paid to our NEOs. The Compensation Committee reviewed our actual performance for fiscal 2023, and according to such results we achieved slightly over 100% of our revenue target for the year, and well in excess of the 120% maximum target threshold for Adjusted EBITDA for the year, resulting in funding at the cap of 120% related to this metric. In addition, we achieved the minimum funding threshold pertaining to B2B growth and did not achieve the minimum funding threshold related to platform enhancement efforts. The Compensation Committee then considered a number of different factors, including our strong performance in a challenging environment, particularly in light of the impact of certain global conflicts, the overall economic pressures, leadership transition, as well as considerations relating to internal operations, and determined that the discretionary component of the annual bonus pool was attained at 100% of

 

target, resulting in an overall funding of the annual bonus pool of 97.7%. The Compensation Committee attributed this level of attainment to proactive, prudent, and effective management during uncertain economic times.

The Compensation Committee then considered the individual bonuses for each of our NEOs and determined that due to their individual strong performances, with respect to the 2023 annual bonus, some of the NEOs who are eligible for annual bonuses for 2023 would receive a bonus equal to approximately 100% of their individual target bonus amount (up from 97.7%). Ms. Ordonez and Ms. Goldman’s 2023 annual bonuses were above their individual targets (139% and 154%, respectively), as the areas of their role responsibilities were expanded during the year, and the committee wished to reward them for outstanding performance during a particularly challenging year. The actual amounts paid to our NEOs for the 2023 annual bonus are set forth in the “Bonus” column of the Summary Compensation Table.

Sign-On Bonus

In connection with commencing employment with the Company, the Company agreed to pay Ms. Ordonez a $1,200,000 sign-on bonus in large part to address certain amounts that she forfeited in connection with her leaving her prior employer. The sign-on bonus was subject to repayment by Ms. Ordonez if she voluntarily resigned prior to the first anniversary of her start date or if her employment was terminated by the Company for Cause (as defined in Ms. Ordonez’s employment agreement).

Equity Incentive Compensation

We view long-term equity incentive compensation as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are a direct incentive for our NEOs to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market.

Annual Equity Awards

Long-term incentive compensation opportunities in the form of equity awards are granted to our NEOs by the Compensation Committee. As with other elements of compensation, the Compensation Committee determines the amount of long-term incentive compensation for our NEOs as part of its annual compensation review or at time of hire and after taking into consideration the individual executive officer’s responsibilities and performance, existing equity retention profiles, and our total annual projected equity budget. For annual equity awards to NEOs other than the CEO (then Co-CEOs), the Compensation Committee also takes into account the recommendations of the CEO (then Co-CEOs) with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitive long-term incentives and resulting target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate taking into consideration the factors described herein.

During the first quarter of 2023, the Compensation Committee determined to grant our incumbent NEOs long-term incentive compensation opportunities in the form of time-vesting restricted stock units (“RSUs”) that may vest and be settled for shares of our common stock. Since the value of RSUs fluctuates with any change in the value of the underlying shares, they serve as an incentive that aligns the interests of our NEOs with the long-term interests of our stockholders. The RSUs granted as part of the annual equity grants generally vest as follows: 25% vest on the first anniversary of the date of grant, and the remaining 75% vest in twelve (12) equal quarterly installments over the following three-year period, in each case subject to the applicable NEO’s continued employment through each vesting date.

Because of this multi-year vesting requirement, RSUs serve our long-term retention objectives since our NEOs generally must remain continuously employed by us through the applicable vesting dates in order to fully vest and earn these RSUs. Additionally, because of their “full value” nature (as opposed to appreciation awards like stock options), RSUs deliver the desired grant date fair value using a lesser number of shares than an equivalent stock option grant, thereby enabling us to reduce the dilutive impact of our long-term incentive award mix and to use our equity compensation resources more efficiently.

 

New Hire Equity Awards

Ms. Ordonez negotiated sign-on equity awards in connection with her hiring. Her employment agreement included an obligation for the Company to grant equity awards upon her commencing employment with the Company. The Compensation Committee has generally determined that initial equity grants are important in order to recruit and retain senior executives in the competitive market. The Compensation Committee determined that granting the mix of time-vesting and performance-vesting RSUs created the right set and mix of incentives for Ms. Ordonez.

In connection with Ms. Ordonez’s hiring as Deputy Chief Financial Officer in January 2023 and subsequent appointment as Chief Financial Officer in March 2023, Ms. Ordonez negotiated sign-on equity grants of 1,750,000 time-vesting RSUs that vest on the same schedule as RSUs granted under annual equity award grants based on the applicable start date and up to a maximum of 600,000 RSUs that vest based on both the time-vesting schedule of the time-vesting RSUs and upon the achievement by the Company of target stock prices, with 200,000 RSUs performance vesting upon the achievement of stock prices of each of $10.00, $15.00 and $20.00 with the target stock prices only deemed to have been achieved if the closing price of the Company’s stock is at or above the applicable target stock price for a minimum of 20 out of 30 consecutive trading days occurring on or before January 8, 2028.

Equity Awards Granted in 2023

As described above, for our NEOs, the Compensation Committee determined in February 2023 that the annual equity awards for 2023 to be granted to NEOs should be in the form of time-vesting RSUs that are settled in shares of our common stock. The number of RSUs granted to our NEOs as annual awards was determined by the Compensation Committee after considering the factors described herein and above.

Each of our NEOs received RSU allocations based on the Compensation Committee’s review of the competitive market data for their respective positions, the size and vesting schedule of the equity awards previously granted to them, existing equity retention profiles, individual performance and impact, scope of role, tenure, internal pay parity considerations and location of executive.

As noted above, Ms. Ordonez received a grant of sign-on equity awards in connection with commencing employment with the Company. These equity awards were individually negotiated and reflected the competitive market for talent at the executive level.

The following table sets forth the equity awards granted to our NEOs in 2023 (including both the annual equity grants and the equity grants made to the newly hired NEO) and the aggregate grant date fair value of the equity awards:

(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.

Other Compensation

Retirement Benefits

We maintain a 401(k) retirement savings plan for our employees in the United States, including Messrs. Caplan, Galit and Levine (with respect to his employment period), and Mses. Ordonez and Goldman, who satisfy certain eligibility requirements. Each of these NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees, including matching contributions equal to 100% of the first 4% of the participating employee’s contribution.

Mr. Kraft and Ms. Levy participate in the statutorily required pension plan in Israel, pursuant to which we make contributions of a percentage of Mr. Kraft’s and Ms. Levy’s base salary on the same terms as other full-time employees.

Employee Benefits and Perquisites

Other wellbeing and employee-benefit programs are the same for all of our eligible employees, including our NEOs, and our NEOs do not receive additional benefits outside of those offered to our other employees.

Employment Arrangements

We have entered into employment agreements with each of our NEOs, the material terms of which are described below. In addition, each of our NEOs has also agreed to our standard, at-will employment (subject to applicable law), confidential information, and invention assignment provisions. Each of the employment agreements provide for notice or severance benefits that are more fully described starting on Page 42 of this proxy statement under the heading “Potential Payments upon Termination or Change in Control”.

On May 24, 2022, a subsidiary of the Company entered into an employment agreement with Mr. Caplan, as amended, that initially provided for his employment as Co-Chief Executive Officer, and as of its February 27, 2023 amendment provides for his employment as Chief Executive Officer (the “Caplan Employment Agreement”). The Caplan Employment Agreement provides for an annual base salary of $475,000 per annum and eligibility for an annual performance bonus based on our achievement of targets and milestones as determined by our Compensation Committee, which had a target bonus opportunity of 100% salary. The Caplan Employment Agreement also provided for the grant of (i) 2,000,000 RSUs, that service-vest over a four-year period, (ii) up to a maximum of 2,500,000 RSUs that vest based on both the achievement by the Company of certain stock price targets and satisfying the service-vesting condition requirements and (iii) 500,000 stock options that service-vest over a four-year period. In addition, pursuant to the terms of the Caplan Employment Agreement, Mr. Caplan must give the Company one hundred eighty (180) days’ notice in connection with a resignation without Good Reason (as defined in the Caplan Employment Agreement).

On June 25, 2021, a subsidiary of the Company entered into an amended and restated employment agreement with Mr. Galit, that has been subsequently amended (the “Galit Employment Agreement”), that initially provided for his employment as Chief Executive Officer, was amended as of May 24, 2022 for his employment as Co-Chief Executive Officer, and as of its February 27, 2023 amendment provides for his employment as Senior Advisor. The Galit Employment Agreement provides for an annual base salary of $475,000 per annum and eligibility for an annual performance bonus based on our achievement of targets and milestones as determined by our Compensation Committee, which had a target bonus opportunity of 100% salary. In addition, pursuant to the terms of the Galit Employment Agreement, Mr. Galit must give the Company one hundred eighty (180) days’ notice in connection with a resignation without Good Reason (as defined in the Galit Employment Agreement). On April 14, 2024, a subsidiary of the Company, Payoneer Inc., entered into a Transition Agreement (the “Galit Transition Agreement”) with Mr. Galit. The Galit Transition Agreement provides that Mr. Galit will remain employed as Senior Advisor during

 

2024 until June 30, 2024 (the “Transition Period”). During the Transition Period, Mr. Galit will (i) receive an annual base salary equal to his current annual base salary, and (ii) participate in Payoneer Inc.’s benefit plans. In addition, as of April 2, 2024, Mr. Galit transitioned off the Risk Committee of the Company’s Board of Directors. From the end of the Transition Period through May 31, 2025 or, if earlier, Mr. Galit’s last day as a member of the Company’s Board of Directors (the “Residual Period”), Mr. Galit will continue to serve as a member of the Company’s Board of Directors. During the Residual Period, Mr. Galit (i) will not receive compensation under the Company’s Non-Employee Director Compensation Plan. (ii) subject to his execution of a release of claims in favor of the Company, will be entitled to the continued vesting of outstanding equity awards pursuant to their original vesting schedule and (iii) may exercise vested options for 180 days following the Residual Period. In the event that Mr. Galit is re-elected for an additional term on the Company’s Board of Directors (the “Additional Board Term”), he shall be entitled to no compensation under the Company’s Non-Employee Directors Compensation Plan for the first year of the Additional Board Term, but will be entitled to (i) the continued vesting of equity awards pursuant to their original vesting schedule; and (ii) exercise vested options during the Additional Board Term and 180 days thereafter to. Finally, the Galit Transition Agreement provides that Mr. Galit will be subject to non-compete covenants during the Residual Period and any Additional Board Term and to non-solicitation covenants for a period of 12 months following the Separation Date.

On February 23, 2021, a subsidiary of Payoneer entered into an employment agreement with Mr. Kraft (the “Kraft Employment Agreement”), the terms of which are governed under Israeli law. Pursuant to the terms of the Kraft Employment Agreement, either party may terminate the agreement with at least six (6) months prior written notice. The agreement provides for an initial annual base salary of 960,000 NIS (inclusive of overtime payments), an initial annual cash bonus opportunity of up to 75% of annual base salary, and participation in certain benefit plans, including a company-provided insurance policy or pension fund (which includes both company and employee contributions and is provided in lieu of severance pay component), annual recreation allowance and study fund, in each case as provided under Israeli law or local market practice.

On October 9, 2021, a subsidiary of Payoneer entered into an amended and restated employment agreement with Ms. Goldman (the “Goldman Employment Agreement”) providing for her employment as Chief Legal and Regulatory Officer. The Goldman Employment Agreement provides that Ms. Goldman is entitled to receive an initial annual base salary of $360,000, an initial annual incentive bonus with a target equal to 50% of her base salary, and participation in certain benefit plans. The Goldman Employment Agreement also provides for certain benefits relating to her relocation to the United States. In addition, pursuant to the terms of the Goldman Employment Agreement, Ms. Goldman must give the Company one hundred eighty (180) days’ notice in connection with a resignation.

On December 18, 2022, a subsidiary of the Company entered into an employment agreement with Ms. Ordonez (the “Ordonez Employment Agreement”) providing for her employment as Deputy Chief Financial Officer and subsequently Chief Financial Officer. The Ordonez Employment Agreement provides that Ms. Ordonez is entitled to receive an annual base salary of $450,000, an annual incentive bonus with a target equal to 100% of her base salary, a signing bonus of $1,200,000 (subject to repayment if Ms. Ordonez resigns prior to the first anniversary of her start date or is terminated by the Company for “Cause,” ​(as defined in the Ordonez Employment Agreement)) and participation in certain benefit plans. The Ordonez Employment Agreement also provided for the grant of (i) 1,750,000 RSUs, that service-vest over a four-year period and (ii) up to a maximum of 600,000 RSUs that vest based on both the achievement by the Company of certain stock price targets and satisfying the service-vesting condition requirements. In addition, pursuant to the terms of the Ordonez Employment Agreement, Ms. Ordonez must give the Company one hundred eighty (180) days’ notice in connection with a resignation.

On October 11, 2011, a subsidiary of Payoneer entered into an employment agreement with Mr. Levine (the “Levine Employment Agreement”), providing for his employment as Chief Financial Officer of Payoneer. On January 16, 2023, in connection with his ceasing to be the Chief Financial Officer and his related transition, Mr. Levine entered into a separation agreement (the “Levine Separation Agreement”) that provides for (i) salary continuation payments through January 1, 2024 in an amount equal to his current annual base salary, payable in accordance with the Company’s regular payroll schedule; (ii) cash severance payment equal to $400,000, less applicable taxes and

 

withholdings, to be paid in two equal installments; (iii) acceleration as of January 1, 2024 of the vesting of his restricted stock units and his options to purchase the Company’s common stock that would have vested had he remained employed through March 31, 2024; and (iv) participation in the Company’s benefit plans through January 1, 2024. The Levine Separation Agreement also provides for certain non-compete and non-solicitation obligations that Mr. Levine agrees to comply with, for a period of eighteen months following March 15, 2023.

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

Clawback

During 2023, our Board of Directors adopted a Compensation Recoupment Policy for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the requirements of Section 10D of the U.S. Securities Exchange Act of 1934, as amended, and Section 5608 of the Nasdaq Listing Rules. A copy of the Compensation Recoupment Policy is filed as Exhibit 97 to our Annual Report on Form 10-K.

Anti-Hedging and Anti-Pledging Policy

Our Insider Trading Policy covers hedging and pledging. Under the policy, employees and directors are prohibited from engaging in any derivative transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s equity securities. Employees and directors are generally prohibited from pledging Company securities.

Stock Ownership Guidelines

In February 2024, our Compensation Committee adopted Stock Ownership Guidelines that require our Chief Executive Officer to retain Company shares valued at the equivalent of 5 times his annual base salary, other Executive Officers to retain the equivalent of 1 time their annual base salary and Directors to retain the equivalent of 3 times their annual cash retainer. Only Company shares owned outright, on a net basis, will be considered in determining whether an individual’s target ownership has been met. The executives and directors who are subject to the guidelines must comply with these guidelines within five years of becoming a covered person under the guidelines, or, if later, five years following the adoption date of the guidelines.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the IRC (“Section 162(m)”) generally imposes a $1 million cap on the federal income tax deduction for compensation paid to our “covered employees” during any fiscal year. While the Compensation Committee

 

considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, and, in the exercise of its business judgment and in accordance with its compensation philosophy, the Compensation Committee retains the flexibility to award compensation even if the compensation is not deductible by us for tax purposes, and to modify compensation that was initially intended to be tax deductible if it determines such modifications are consistent with our business needs.

Accounting for Stock-Based Compensation

We follow Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (FASB ASC Topic 718) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards based on the grant date “fair value” of these awards.

Compensation Committee Report

Our Compensation Committee has reviewed the Compensation Discussion and Analysis provided above with management. Based on such review and discussion, our Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2023 and this Proxy Statement.

Respectfully submitted by the members of the Compensation Committee of the Board of Directors:

Amir Goldman (Chair)
Christopher (Woody) Marshall
Sharda Caro del Castillo

 

Compensation Tables and Other Information

Summary Compensation Table

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

(1) Amount reflects the base salary in effect and actually paid to each NEO during 2021, 2022 and 2023. Mr. Caplan’s base salary in 2022 reflects the prorated amount he was paid based on his May 25, 2022 hire date. Ms. Ordonez’s base salary in 2023 reflects the prorated amount she was paid based on her January 16th, 2023 hire date. Mr. Kraft’s base salary was paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.23 NIS/$ for 2021, 3.37 NIS/$ for 2022 and 3.7 NIS/$ for 2023, which was based on an average of the monthly end-of-month exchange rates). Ms. Levy’s base salary was paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.7 NIS/$ for 2023, which was based on an average of the monthly end-of-month exchange rates).

(2) Amount reflects bonus received in February 2024’s payroll cycle for performance in 2023 and a sign-on bonus for Ms. Ordonez. Mr. Kraft’s and Ms. Levy’s bonuses were paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.7 NIS/$ for 2023). For more information, see “Cash Incentive Compensation” above. The amount attributed to Ms. Ordonez’s bonus reflects a sign-on bonus in addition to her annual bonus. For more information, see “Sign-On Bonus” above.

(3) Amount reflects the full grant-date fair value of restricted stock units (“RSUs”) in accordance with ASC Topic 718 granted pursuant to the 2021 Plan.

(4) Amount reflects the full grant-date fair value of options granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in Note 19 to our consolidated financial statements in our Annual Report on Form 10-K. The stock option awards granted to each of our NEOs consisted of at-the-money options.

(5) Amount reflects company contribution to 401(k) for U.S. executives or pension for Israeli executives, as applicable. The amount attributed to Mr. Levine includes one installment of severance payments paid pursuant to his separation agreement. For more information, see “Employment Arrangements” above.

 

Grants of Plan-Based Awards

(1) Represents RSUs which were granted on the date and in the amount shown in the table above and vest upon the achievement of both a time-based vesting condition and a stock price based performance condition as follows: one-fourth will satisfy the time-based vesting condition on January 16, 2024 and the remainder will satisfy the time-based vesting condition in 1/16 installments of the total number of restricted stock units on a quarterly basis thereafter, provided that Ms. Ordonez remains in continuous service on each applicable time-vesting date; and the stock price based performance condition will be determined to have been achieved with respect to (i) 200,000 restricted stock units upon the achievement of a target stock price of $10.00, (ii) 200,000 restricted stock units upon the achievement of a target stock price of $15.00 and (iii) 200,000 restricted stock units upon the achievement of a target stock price of $20.00, with the target stock prices only deemed to have been achieved if the closing price is at or above the applicable target stock price for a minimum of 20 out of 30 consecutive trading days occurring on or before January 8, 2028, subject to Ms. Ordonez remaining in continuous service through the achievement of each of the applicable target stock prices.

(2) Represents RSUs which were granted on the dates and in the amounts shown in the table above, and generally vest as follows: 25% of the RSUs vest on the first anniversary of the grant date or on such other approved date and the remaining 75% vest in ratable quarterly installments over the following three-year period such that the award is fully vested four years or such other shorter approved period after the grant date as applicable, in each case subject to the executive’s continued service with Payoneer through the applicable vesting dates.

(3) Amount reflects the full grant-date fair value of options and RSUs granted during 2023 computed in accordance with ASC Topic 718.

 

Outstanding Equity Awards at Fiscal Year-End