Not independent
Tenure on this board
4.2 yrs
Meeting calendar
PAYO · Annual meeting · Tuesday, June 9, 2026
Payoneer Global Inc
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of the selection of Kesselman & Kesselman (a PwC member firm) as the independent registered public accounting firm for 2026; and a non-binding advisory (say-on-pay) vote to approve the compensation paid to named executive officers.
Market cap
$2.4B
1Y TSR
+4.5%
Board grade
C
Record date
Apr 13, 2026
Filing
DEF 14A
Meeting concluded · Jun 9, 2026
Follow how the vote landed and what changed on Payoneer Global Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect three Class II nominees—John Caplan, Amir Goldman and Susanna Morgan—to serve one-year terms expiring at the 2027 annual meeting and until their successors are duly elected and qualified.
- 2
Ratification of the Selection of the Independent Registered Public Accounting Firm for Payoneer
ManagementBoard: FORRatify the Audit Committee’s selection of 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, 2026.
- 3
Non-Binding Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related disclosures in the Proxy Statement.
More detail
This management proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as described in the Compensation Discussion and Analysis and compensation tables. Management seeks this endorsement to validate its pay-for-performance approach, which emphasizes a substantial portion of at-risk compensation through annual cash bonuses tied to revenue excluding interest income and Adjusted EBITDA (both excluding interest income) and long‑term equity awards including newly introduced performance-based restricted stock units (PSUs). The Compensation Committee engaged an independent consultant (Compensia), used a peer group benchmarking process, and introduced PSUs in 2025 to strengthen alignment between executive pay and company performance; the PSUs convert based on one-year performance against revenue and Adjusted EBITDA targets and vest over multiple years to reinforce retention. The company highlights strong recent operational results (e.g., revenue growth, adjusted EBITDA outcomes, and other strategic achievements) and notes prior strong stockholder support for say-on-pay (approximately 93% approval in 2025), which informs the committee’s continued approach. The Board frames the vote as advisory—non-binding—while committing to consider the outcome and stockholder feedback when setting future compensation. From a governance perspective, the Compensation Committee is composed of independent directors and has implemented best practices such as clawback provisions, stock ownership guidelines, and use of an independent consultant, which management cites in support of the program. Key controversies for an analyst to weigh include the size and realized value of equity grants (significant grant‑date fair values and prior large awards), the level of severance/change-in-control protections and potential acceleration mechanics for PSUs and RSUs, and whether the one‑year performance window for PSUs sufficiently captures sustained long‑term value creation. In sum, the proposal is a request for non-binding endorsement of a compensation framework that emphasizes pay-for-performance and retention, but analysts should evaluate the calibration of performance measures, the quantum and vesting/acceleration mechanics of awards, and the recent execution and shareholder engagement context when assessing the merits of supporting management’s recommendation.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
5.0 yrs
Independent
Tenure on this board
3.1 yrs
Also a director at
Alkami Technology Inc (ALKT)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Technology Crossover Management VIII, Ltd. | 10.2% | 34,197,116 | $165M |
| 2 | BlackRock, Inc. | 8.8% | 29,365,465 | $142M |
| 3 | Susquehanna Capital Management, LLC | 4.6% | 15,285,037 | $74M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 14,730,702 | $71M |
| 5 | BNP Paribas Asset Management Holding S.A. | 4.0% | 13,522,552 | $65M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 12,543,777 | $61M |
| 7 | STATE STREET CORP | 3.3% | 10,932,799 | $53M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.8% | 9,473,977 | $46M |
| 9 | BlackRock, Inc. | 2.3% | 7,840,135 | $38M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.3% | 7,648,738 | $37M |
Peers
Nearest market capOther Technology sector meetings6
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Reference
Frequently asked questions
- When is the Payoneer Global Inc 2026 annual meeting?
- Payoneer Global Inc (PAYO) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.
- What is the record date for the Payoneer Global Inc 2026 meeting?
- The record date for the Payoneer Global Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Payoneer Global Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Payoneer Global Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Payoneer Global Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Payoneer Global Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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