Payoneer Global Inc.
10/08/2026 | Press release | Distributed by Public on 10/08/2026 14:32
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.
| (b) | On October 2, 2026, Barak Eilam provided Payoneer Global Inc. (the "Company") with notice of his decision to resign as a director of the Board of Directors (the "Board") of the Company. Mr. Eilam's resignation became effective October 5, 2026 (the "Effective Date"). Mr. Eilam also resigned as a member of the Board's Audit Committee and Risk Committee, effective as of the Effective Date. |
Pursuant to Mr. Eilam's notice, the number of directors which shall constitute the Board was fixed at seven members.
| (e) | On October 6, 2026, the Compensation Committee of the Board (the "Compensation Committee") approved communicating that a cash retention award (the "Retention Award") will be granted in February 2027 to Tsafi Goldman, the Company's Chief Legal and Governance Officer, in an amount equal to $5,250,000. The Retention Award is being granted in connection with the transactions contemplated by the Agreement and Plan of Merger by and among the Company, Neon Maple Parent Inc. and Panda Acquisition Sub Inc., dated as of June 12, 2026 (the "Merger Agreement"). |
The Retention Award will be formally granted in February 2027 at the time that annual equity grants are customarily made to executives of the Company and, once formally granted, will vest in two equal installments. The first installment will vest on the date of the closing pursuant to the terms of the Merger Agreement (the "Closing") and the second installment will vest on the first anniversary of the Closing. Each installment is subject to Ms. Goldman's continued employment with the Company through the applicable vesting date; provided, that if Ms. Goldman's employment is terminated by the Company without Cause or Ms. Goldman resigns for Good Reason (as each term is defined in the Company's Change in Control Severance Plan), the unvested portion of the Retention Award will immediately vest and become payable.
The description of the Retention Award above is not complete. It is qualified in its entirety by reference to the full text of the letter agreement between the Company and Ms. Goldman, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
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