Payoneer Global (PAYO) Proxy filing summary

Executive summary

• Achieved record 2025 financial results: $1.05B revenue (up 8%, or 14% ex-interest), $233M+ operating cash flow, and $175M in share repurchases at $6.41 average price.

• Expanded regulatory infrastructure with China-based Easylink acquisition and received Payment Aggregator authorization in India.

• Launched stablecoin capabilities and applied to establish an uninsured national trust bank in the US.

• Acquired Boundless to enhance workforce management capabilities.

• Engaged in proactive shareholder outreach, with strong support for governance and compensation changes.

Voting matters and shareholder proposals

• Election of three Class II directors for one-year terms expiring at the 2027 annual meeting.

• Ratification of Kesselman & Kesselman (PwC) as independent auditor for fiscal 2026.

• Non-binding advisory vote to approve named executive officer compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of eight members, transitioning to annual elections by 2028.

• Majority of directors are independent; separation of Chair and CEO roles.

• Four standing committees: Audit, Compensation, Nominating & Corporate Governance, and Risk, all comprised of independent directors.

• Board and committees conduct annual self-evaluations and regular executive sessions.

• Stockholder feedback led to phasing out classified board, eliminating supermajority voting, and adopting majority voting for directors.