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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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

Payoneer Global Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee previously paid with preliminary materials.

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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,

2025 was a pivotal year for Payoneer. Our targeted strategy and operational discipline drove record financial results, with revenue of $1.05 billion up 8%, and 14% excluding interest income, and over $233 million in operating cash flow. We expanded our regulatory infrastructure with the acquisition of a licensed China-based payment service provider, Easylink Payment Co. Ltd, now Payoneer Payments (Guangdong) Co., Ltd, positioning us to better service our customers in China as they export globally. We made significant enhancements to our financial stack, including through our partnership with Stripe to expand and improve our Checkout offering. And, we returned $175 million of capital to shareholders through share repurchases at a weighted average price of $6.41, taking advantage of the discount between the intrinsic value of our company and the market value of our shares in a volatile market.

We entered 2026 with strong business momentum and an accelerating innovation pipeline. In January 2026 we deepened and broadened our workforce management capabilities through the acquisition of Boundless, and received in-principle authorization as a Payment Aggregator-Cross Border (PA-CB) in India, a key milestone in further extending our regulatory footprint and enabling us to provide broader end-to-end solutions to our customers in India. In February we also announced the launch of a suite of stablecoin capabilities, and that we have filed an application with the OCC to establish an uninsured national trust bank in the United States in support of our stablecoin strategy, as we seek to drive innovation in global money movement.

We deeply value the insights and perspectives our stockholders have on our business performance and corporate governance framework, and proactively seek their input. In Fall of 2025, for the second year running, we conducted outreach with several of our largest shareholders focused on corporate governance and executive compensation. We were pleased to have this dialogue and appreciated the support they expressed for efforts we have made to strengthen these areas in recent years.

The Annual Meeting of Stockholders will be held on June 9, 2026, at 8.00 a.m. (Eastern Time), and I am pleased to invite you to attend. The meeting will be held virtually, and it can be accessed by visiting www.virtualshareholdermeeting.com/PAYO2026, 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

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Payoneer Global Inc.
Notice of annual meeting of stockholders
to be held virtually on June 9, 2026, at 8.00 a.m. (Eastern Time)

April 27, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 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 June 9, 2026, at 8.00 a.m. (Eastern Time), for the following purposes:

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

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, 2026;

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

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

The record date for the Annual Meeting is April 13, 2026 (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 needing to travel to attend an in-person meeting. We believe this continues to be 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/PAYO2026.

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 June 9, 2026. This Proxy Statement and the Company’s 2025 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 27, 2026, we mailed an Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our Annual Meeting Proxy Statement and 2025 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 & Governance 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.

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Table of Contents

	Page
Proposal No. 1: Election of Directors		1
Information Regarding the Board of Directors and Corporate Governance		7
Stockholder Outreach		13
Report of the Audit Committee of the Board of Directors		14
Proposal No. 2: Ratification of the Selection of the Independent Registered Public Accounting Firm for Payoneer		15
Other Information Related to Payoneer, the Directors and Executive Officers		17
Compensation Discussion and Analysis		20
Compensation Tables and other Information		32
CEO Pay Ratio Disclosure		41
Pay Versus Performance Disclosure		42
Proposal No. 3: Non-Binding Advisory Vote to Approve Named Executive Officer Compensation		47
Certain Relationships and Related Party Transactions		48
General Information About the Annual Meeting		49
Questions and Answers About These Proxy Materials and Voting		50
ANNEX A: Forward Looking Statements; Reconciliation of Non-GAAP Financial Measures		A-1

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Proposal No. 1: Election of Directors

The Board is presently comprised of eight members, who are divided, until the 2028 annual meeting of stockholders, into three classes, designated as Class I, Class II and Class III. Pursuant to amendments to our Certificate of Incorporation adopted at our 2025 annual meeting of stockholders, to phase out the classification of the Board, each director elected at the 2026 annual meeting of stockholders will be elected for a one-year term expiring at the 2027 annual meeting of stockholders. As of the date of this Proxy Statement, Class I directors (whose terms expire at the 2028 annual meeting of stockholders) consist of Barak Eilam and Rich Williams; Class II directors (whose terms expire at the 2026 annual meeting of stockholders) consist of John Caplan, Amir Goldman and Susanna Morgan; and Class III directors (whose terms expire at the 2027 annual meeting of stockholders) consist of Sharda Caro del Castillo, Christopher (Woody) Marshall and Pamela H. Patsley. The Nominating and Corporate Governance Committee of the Board has recommended, and the Board has approved, the nomination of three Class II directors, John Caplan, Amir Goldman and Susanna Morgan, for one-year terms expiring at the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Mr. Caplan, Mr. Goldman and Ms. Morgan is currently a director of the Company. In uncontested elections, directors are elected by a majority of the votes cast, meaning that a nominee will be elected if the number of votes cast “for” the nominee exceeds the number of votes cast “against” the nominee.

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

| 2026 Proxy Statement

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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.

Name

Age

Director
Since

Current
Term
Expires

Independent

Audit
Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Risk
Committee

Nominees

John Caplan

2022

2026

Amir Goldman

2014

2026

Susanna Morgan

2023

2026

Continuing Directors

Sharda Caro del Castillo

2023

2027

Barak Eilam

2025

2028

Christopher (Woody) Marshall

2017

2027

Pamela H. Patsley

2021

2027

Rich Williams

2021

2028

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Director Skills and Experience

Set forth below is a table summarizing the skills and experience of our director nominees and continuing directors. A particular director may possess additional skills and experience even though they are not indicated below. The absence of a designation does not mean a director does not possess that particular skills and experience.

Name

Executive
Leadership
Experience

International
Operations
Experience

Payments /
Fintech
Experience

Software /
SaaS
Experience

Marketing
and
Consumer
Engagement
Experience

Regulation
and
Compliance
Experience

Mergers
and
Acquisitions
Experience

Public
Company
Board
Experience

Nominees

John Caplan

Amir Goldman

Susanna Morgan

Continuing Directors

Sharda Caro del Castillo

Barak Eilam

Christopher (Woody) Marshall

Pamela H. Patsley

Rich Williams

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

John Caplan

Age: 56
Director Since:
2022

Mr. Caplan has served as the CEO of Payoneer since 2023, after joining as Co-CEO and director in 2022. Prior to joining Payoneer, Mr. Caplan was President North America & Europe at Alibaba.com, a business unit of the Alibaba Group (NYSE: BABA), from September 2018 to 2022. Previously, from 2009 to 2018, Mr. Caplan was founder and Chief Executive Officer of OpenSky, a SMB software and services firm. Alibaba acquired a majority stake in OpenSky in 2017. Prior to founding OpenSky, Mr. Caplan was Chief Executive Officer at Ford Models, Inc., a fashion talent agency, from 2002 to 2009; and CMO of About.com, an internet publishing business, from 1998 to 2001. Mr. Caplan currently serves on the board of Oscar Heyman & Brothers, a privately held company, and previously served on the boards of private companies, including 5min, Caroo, Sendle and Clyde. Mr. Caplan has a Bachelor of Arts in English from the University of Rochester. We believe Mr. Caplan’s leadership of our company and experience as an executive in the e-commerce industry, technology and marketing make him well qualified to serve as a director.

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	Amir Goldman Age: 54 Director Since: 2014			Mr. Goldman has served as a director of Payoneer since 2014. Since 2006, he has served as the founder and Managing Director of Susquehanna Growth Equity LLC, a private equity firm focused on investing in growing companies in the software and payments sectors. From 2002 to 2006, he was a Principal at TL Ventures, a venture capital firm, and he previously served as Principal at BRM Capital, a venture capital firm focused on internet infrastructure and software companies between 1999 and 2002. Mr. Goldman serves as a director in a number of private companies, such as iCIMS, HighRadius, CashEdge (acquired by Fiserv), Macropoint (acquired by Descartes) and HMP Global. Mr. Goldman has a Master of Business Administration from Harvard Business School and a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania. We believe Mr. Goldman’s experience in analyzing companies, investing in technology, and overseeing the growth of companies through board participation make him well qualified to serve as a director.
	Susanna Morgan Age: 56 Director Since: 2023			Ms. Morgan has served as a director of Payoneer since 2023. Ms. Morgan currently serves as the CEO of Agate Advisors LLC, which she founded in 2024 to provide strategic consulting and advisory services for technology companies, investors, and finance executives. From 2018 to 2022, Ms. Morgan was the Chief Financial Officer of Remitly Global Inc. (NASDAQ: RELY), a mobile-first provider of remittances and financial services for immigrants. From 2015 to 2018, Ms. Morgan served as SVP, Finance & Investor Relations of Apptio (NASDAQ: APTI — subsequently acquired by IBM), an enterprise SaaS company that helps companies manage their IT investments. Ms. Morgan currently serves on the board of Alkami Technology, Inc. (NASDAQ: ALKT), a provider of cloud-based digital banking solutions, since July 2025. She also serves on the boards of Mixpanel, a privately held product analytics company, and The Seattle Opera Foundation, a non-profit that provides financial support to the Seattle Opera. Ms. Morgan holds a Master of Business Administration from Harvard Business School, a Master of Arts in International Policy Studies from Stanford University and a Bachelor of Arts with Honors in Quantitative Economics from Stanford University. We believe Ms. Morgan’s experience as a CFO and her various leadership roles in publicly traded companies make her well qualified to serve as a director.

Vote Required

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

The Board of Directors Recommends
a Vote “FOR” Each Named Nominee.

| 2026 Proxy Statement

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Continuing Directors

	Sharda Caro del Castillo Age: 55 Director Since: 2023			Ms. Caro del Castillo has served as a director of Payoneer since 2023. Ms. Caro del Castillo is currently the Chief Legal and Business Officer of Catena Labs, an AI fintech company, which she joined in 2025, and previously served as Chief Legal Officer, Chief Compliance Officer and Corporate Secretary of Affirm, Inc. (NASDAQ: AFRM) from 2019 to 2021. From 2014 to 2019, Ms. Caro del Castillo was General Counsel and Chief Compliance Officer of Payments, and interim Global Head of Payments (2018-2019), at Airbnb (NASDAQ: ABNB). Prior to joining Airbnb, Ms. Caro del Castillo was Payments Counsel and subsequently the Head of Payments Platform at Square, Inc. (NYSE: SQ) from 2012 to 2014, and a Director of Product and Regulatory Counsel at PayPal (NASDAQ: PYPL) from 2010 to 2012. Ms. Caro del Castillo serves on the boards of Forter since 2022 and GoFundMe since 2021. Ms. Caro del Castillo has a Bachelor of Science from Santa Clara University, and a Juris Doctorate from Case Western Reserve University School of Law. We believe Ms. Caro del Castillo’s background in global payments, financial services, regulation and compliance make her well qualified to serve as a director.
	Barak Eilam Age: 51 Director Since: 2025			Mr. Eilam has served as a director of Payoneer since February 2025. He previously served as the CEO of NICE (NASDAQ: NICE), a leading global enterprise software company specializing in analytics and AI solutions, from 2014 until December 2024. Mr. Eilam began his career at NICE in 1999 as an engineer and has since held various senior executive positions in engineering, product management, and sales leadership, including President of NICE Americas. During his tenure, NICE saw a significant expansion in its total addressable market and strong revenue growth. Mr. Eilam currently serves on the boards of CCC Intelligent Solutions Holdings Inc. (NASDAQ: CCC), an AI-powered cloud platform for the insurance industry, since July 2025; FactSet (NASDAQ, NYSE: FDS), an S&P 500 company specializing in data and analytics for financial services companies, since December 2024; SimilarWeb (NYSE: SMWB), a leading digital data and analytics firm, since September 2024; HMH, a prominent privately held K-12 education company, and Cvent, a privately held global leader in event management and data. Mr. Eilam holds a B.Sc. in Electrical Engineering from Tel Aviv University. We believe Mr. Eilam’s nearly three decades of experience building and scaling technology businesses make him well qualified to serve as a director.
	Christopher (Woody) Marshall Age: 58 Director Since: 2017			Mr. Marshall has served as a director of Payoneer since 2017. In addition to his role on Payoneer’s Board, he currently serves on the boards of directors of Spotify (NYSE: SPOT) (where he serves as lead independent director) and Nerdy (NYSE: NRDY), both of which he joined in 2015, and as a director in a number of private companies. Since 2008, Mr. Marshall has served as a general partner of TCV, a private equity firm. Mr. Marshall has been active in the venture capital industry since 1995, having spent 12 years at Trident Capital, a venture capital and private equity firm with a primary investment focus on the payments, internet and mobile industries. Mr. Marshall has a Bachelor of Arts in Economics from Hamilton College and a Master of Business Administration from the Kellogg School of Management at Northwestern University. We believe Mr. Marshall’s experience in the payments industry, serving on public company boards and advising fast-growing platforms as they scale make him well qualified to serve as a director.

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	Pamela H. Patsley Age: 69 Director Since: 2021			Ms. Patsley has served as a director of Payoneer since 2021. From 2016 to 2018, Ms. Patsley served as Executive Chair of MoneyGram International, Inc. (NASDAQ: MGI), the global remittance Company, and was its Chair and Chief Executive Officer from 2009 to 2015. Ms. Patsley also previously held executive positions with the payment processor First Data Corporation, First Data Merchant Services (a division of First Data Corporation), Paymentech, Inc. and First USA, Inc. Earlier in her career, she worked for KPMG. Ms. Patsley currently serves on the boards of Texas Instruments Inc. (NASDAQ: TXN) since 2004, Keurig Dr Pepper Inc. (NASDAQ: KDP) since 2008 and Hilton Grand Vacations Inc. (NYSE: HGV) since 2016. She also serves on the board of Tolleson Wealth Management, a privately held company. Ms. Patsley previously served on the boards of ACI Worldwide, Inc. (NASDAQ: ACIW), Molson Coors Brewing Company (NYSE: TAP), and Pegasus Solutions Inc. (NASDAQ: PEGS). Ms. Patsley holds a Bachelor of Science in Business Administration — Accounting from the University of Missouri. We believe Ms. Patsley’s experience as an executive in the financial services industry, as well as her experience serving on public company boards, make her well qualified to serve as a director.
	Rich Williams Age: 51 Director Since: 2021			Mr. Williams has served as Chairman of the Board of Directors of Payoneer since 2025 and as a director of Payoneer since 2021. Mr. Williams currently serves as CEO of The Value Studio, LLC, which he founded in 2020 to provide strategic consulting and advisory services for leading private equity and venture capital firms and their portfolio companies; managing partner of Works Capital, LLC, a private investment fund focusing on early-stage disruptive technology companies; and President and Director of Built Technologies, a private technology company serving the construction and real estate industry. Mr. Williams serves as a board member of Movo Inc. (f/k/a Shift One, Inc.), a privately held AI workforce management technology company. From 2020 to 2021, Mr. Williams served as CEO and board member of Alkuri Global Acquisition Corp. (Alkuri; NASDAQ: KURI), a technology-focused special purpose acquisition corporation. From 2011 to 2020, Mr. Williams served in a variety of executive roles at Groupon (NASDAQ: GRPN), a small business services and products online marketplace, including serving as CEO from 2015 to 2020. From 2008 to 2011, Mr. Williams ran a variety of global marketing and advertising teams and technologies at Amazon. Prior to joining Amazon, Mr. Williams spent over seven years developing marketing programs and technologies in a variety of leadership roles at Experian (LSE: EXPN), a leading global data, analytics and financial services company. Mr. Williams also served on the boards of Groupon (NASDAQ: GRPN) and Kontoor Brands (NYSE: KTB). We believe Mr. Williams’ experience in e-commerce, technology, marketing, financial services and corporate governance make him well qualified to serve as a director.

| 2026 Proxy Statement

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Information Regarding the Board of Directors
and Corporate Governance

This section describes key corporate governance principles and practices that we have adopted. Complete copies of the charters of the committees of the Board, our Corporate Governance Guidelines and our Code of Conduct and Ethics, described below, can be found in the Governance section on our website at https://investor.payoneer.com/governance/governance-documents. Alternatively, you can request a copy of any of these documents free of charge by writing to: Corporate Secretary, c/o Payoneer Global Inc., 195 Broadway, 27th Floor, New York, NY 10007. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Board Composition

Our Board of Directors currently consists of eight members. In accordance with our Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), which were amended in 2025 to phase out the classification of the Board, our directors are divided into three classes until the 2028 annual meeting of stockholders. Each director elected at the 2023, 2024 and 2025 annual meetings will serve for a term ending at the third annual meeting following the annual meeting at which they were elected. Each director elected at the 2026 annual meeting shall be elected for a one-year term expiring at the 2027 annual meeting. Each director elected at the 2027 annual meeting shall be elected for a one-year term expiring at the 2028 annual meeting. At the 2028 annual meeting and each annual meeting thereafter, all directors will be elected for a one-year term expiring at the next annual meeting.

At each annual meeting of stockholders, our directors will be elected to succeed the directors, or the class of directors, as applicable, whose terms have expired. As of the date of this Proxy Statement, our directors are divided among the three classes as follows:

•

Class I directors (whose terms expire at the 2028 annual meeting of stockholders) consist of Barak Eilam and Rich Williams;

•

Class II directors (whose terms expire at the 2026 annual meeting of stockholders) consist of John Caplan, Amir Goldman and Susanna Morgan; and

•

Class III directors (whose terms expire at the 2027 annual meeting of stockholders) consist of Sharda Caro del Castillo, Christopher (Woody) Marshall and Pamela H. Patsley.

According to our Restated Certificate of Incorporation, 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 Messrs. Eilam, Goldman, Marshall and Williams, 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 Mr. Zeevi, who retired from our Board at the 2025 Annual Meeting, was independent during his 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. Williams. 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

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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 and director while Mr. Williams 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 Board 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 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 enterprise risk management, including review of key risks and emerging risks that may be applicable to the Company, review of risk assessments, 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, 2025, the Board held eight 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 2025 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. All Board members participated in the 2025 annual meeting of stockholders, which was partially adjourned to allow additional time for stockholders to submit proxies on certain proposals to amend the Company’s Certificate of Incorporation.

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

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

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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 Barak Eilam, Susanna Morgan, Pamela H. Patsley, and Rich Williams. 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:

•

assisting the Board in its oversight of:

•

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;

•

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; and

•

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

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. In 2025, the Audit Committee met seven times.

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 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:

•

determining, or recommending to the Board for determination, based on an evaluation of performance in light of the Company’s corporate goals and objectives, the base salary, incentive compensation, long-term compensation (including equity-based compensation), and any other compensation or benefit of the Chief Executive Officer (“CEO”) and each of the Company’s other executive officers;

•

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

•

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;

•

preparing the Compensation Committee Report required by SEC rules to be included in the Company’s annual proxy statement or annual report on 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 Board regarding the inclusion of the CD&A within the Company’s proxy statement or Form 10-K, as applicable; and

•

overseeing the administration of, and as appropriate, the enforcement of the Company’s compensation recoupment policy and any recoupment-related activity.

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, or terminate the services 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. In 2025, the Compensation Committee met four times.

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.

In 2025, the Compensation Committee continued to engage Compensia, a nationally recognized executive compensation consulting firm, as an independent adviser to the Compensation Committee. For 2025, Compensia conducted analysis and provided data on, among other things, market-based cash and appropriate equity compensation for our executive officers, including our CEO. 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 Compensia’s report when making its determinations regarding executive compensation in 2025, 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; 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.

In evaluating director nominees, the Board, with assistance of the Nominating and Corporate Governance Committee, considers a nominee’s qualities, performance and professional responsibilities, as well as the then composition of the Board and the challenges and needs of the Board at that time. 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.

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. The Nominating and Corporate Governance Committee held four meetings in 2025.

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.

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. In 2025, the Risk Committee met four times.

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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 secretary 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

The Company maintains 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 https://investor.payoneer.com/governance/governance-documents. 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.

Insider Trading Policy

The Company maintains an Insider Trading Policy and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, which is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. In addition, we comply with applicable securities laws, including insider trading laws, when engaging in transactions in our securities. A copy of the Company’s Insider Trading Policy has been filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 26, 2026.

Options Awards Timing Policies and Practices

It is the Compensation Committee’s practice to grant ordinary course equity awards related to our annual compensation cycle on or around the Compensation Committee’s regularly scheduled meeting held in February of each year. At the Compensation Committee meeting, the Compensation Committee approves, or recommends to the Board, as applicable, each NEO’s equity award, including any portion of each NEO’s annual equity award that will be granted as stock options (if any).

The Company does not grant option awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based on option award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material non-public information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our option award grants, in the event material non-public information becomes known to the Compensation Committee prior to granting an option award, it will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any impression of impropriety.

During 2025, we did not grant options to any NEOs.

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Stockholder Outreach

We greatly value the input of our stockholders. We meet quarterly with many of our top stockholders following the release of our quarterly earnings results. In addition, we have many points of interaction with investors, including holding investor calls, attending investor conferences, hosting investors at our headquarters, and visiting investors at their offices.

In October 2025, we reached out to ten of our top twenty-five stockholders, representing approximately 35% of total shares outstanding at the time, and subsequently participated in meetings with five stockholders who expressed interest in meeting with us, who held approximately 26% of total shares outstanding at the time, to hear their perspectives on our business and our corporate governance practices. During these meetings, we learned that our stockholders are supportive of our general approach and philosophy with respect to governance and compensation matters, and of the amendments to our Certificate of Incorporation that were approved by stockholders at our 2025 Annual Stockholder Meeting and the amendments subsequently made to our Bylaws, as applicable, (i) to phase out the classification of the Board of Directors and to provide for the annual election of directors by 2028; (ii) to eliminate supermajority voting requirements for amending the Certificate of Incorporation and Bylaws; and (iii) to change the voting standard for the election of directors in uncontested elections from a plurality voting standard to a majority of votes cast standard. Engaged stockholders also appreciated changes made to our executive compensation programs in 2025 to introduce performance-based restricted stock units as a portion of long-term equity incentive awards for senior executives.

We and our Board of Directors (and its committees) value and consider stockholders’ feedback in reviewing our corporate governance or executive compensation practices.

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Report of the Audit Committee of the Board of Directors

In connection with the Company’s December 31, 2025 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 seven times during 2025.

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)
Barak Eilam
Pamela H. Patsley
Rich Williams

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

On February 24, 2026, 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, 2026. 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 Board and the Audit Committee are 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 2025 and 2024:

	Fiscal Year Ended December 31,
Description of Services Provided by PwC	2025			2024
Audit Fees(1)		$	1,633,360		$	1,568,000
Audit Related Fees		$	8,000		$	8,000
Tax Fees		$	221,153		$	282,884
All Other Fees		$	4,000		$

SEC Form DEF 14A filed by Payoneer Global Inc.