Payoneer Global Inc.: director resigns; $5,250,000 retention award

What happened

• Payoneer Global Inc. reported that on Oct 2, 2026 Barak Eilam provided notice of his decision to resign as a director of the board, and his resignation became effective Oct 5, 2026. He also resigned as a member of the board’s Audit Committee and Risk Committee.
• The filing reports that on Oct 6, 2026 the compensation committee approved communicating that a cash retention award will be granted in Feb 2027 to Tsafi Goldman, the company’s chief legal and governance officer, in an amount equal to $5,250,000 in connection with the transactions contemplated by the Agreement and Plan of Merger dated Jun 12, 2026.

Key details

• Mr. Eilam’s resignation became effective Oct 5, 2026; the board size was fixed at 7 members.
• The retention award to Ms. Goldman is $5,250,000 and will be formally granted in Feb 2027.
• The retention award will vest in two equal installments: the first installment will vest on the date of the closing under the Merger Agreement, and the second installment will vest on the first anniversary of the closing.
• If Ms. Goldman’s employment is terminated by the company without Cause or she resigns for Good Reason (as defined in the company’s Change in Control Severance Plan), the unvested portion will immediately vest and become payable.

Why it may matter

• This filing was made under Item 5.02 (departure of directors or certain officers; election of directors), which covers notices of resignation and related committee changes, and it reports a compensation committee action regarding a retention award tied to the disclosed merger.
• The filing does not show why the insider traded or why the company acted.