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NASDAQ: PAYO Payoneer Global Inc. 8-K

Payoneer director Barak Eilam resigns; board approves $5.25M retention award for CLO

Filed October 8, 2026 · Period ending October 2, 2026 · ~1 min read

5 key changes 1 section

Key Changes

  • medium

    Director Barak Eilam resigned from the board and its Audit and Risk Committees, effective October 5, 2026. No reason was given.

  • medium

    The board approved a $5.25 million cash retention award for Chief Legal and Governance Officer Tsafi Goldman, to be granted in February 2027.

  • medium

    The retention award vests in two equal installments: half at the closing of the pending merger with Neon Maple Parent Inc. and half on the first anniversary of closing.

  • low

    Vesting accelerates if Goldman is terminated without Cause or resigns for Good Reason under the Change in Control Severance Plan.

  • low

    The board size was fixed at seven members following Eilam's departure.

Summary

Payoneer Global Inc. disclosed that director Barak Eilam resigned from the board and its Audit and Risk Committees, effective October 5, 2026. The filing does not state a reason for his departure. Following the resignation, the board was fixed at seven members.

Separately, the Compensation Committee approved a $5.25 million cash retention award for Chief Legal and Governance Officer Tsafi Goldman, to be formally granted in February 2027. The award is tied to the pending merger with Neon Maple Parent Inc. and Panda Acquisition Sub Inc. under the June 12, 2026 Merger Agreement.

It vests in two equal installments: half at the merger closing and half on the first anniversary of closing, with acceleration if Goldman is terminated without Cause or resigns for Good Reason. For retail holders, the director resignation is a governance change with no stated reason, while the retention award signals the company's effort to keep a key executive through the merger. The filing does not indicate any disagreement or other red flags.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~500 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

4 Added
Added Director resignation medium

Added in current filing · verify on EDGAR →

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.

Barak Eilam resigned from the board and from its Audit and Risk Committees, effective October 5, 2026. The filing does not state a reason for his resignation. The board size was fixed at seven members following his departure.

Added Executive retention award medium

Added in current filing · verify on EDGAR →

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 Compensation Committee approved a $5,250,000 cash retention award for Chief Legal and Governance Officer Tsafi Goldman, to be formally granted in February 2027. The award is tied to the pending merger with Neon Maple Parent Inc. and Panda Acquisition Sub Inc. under the June 12, 2026 Merger Agreement.

Added Retention award vesting terms medium

Added in current filing · verify on EDGAR →

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 award vests in two equal installments: half at the merger closing and half on the first anniversary of closing. Vesting accelerates if Goldman is terminated without Cause or resigns for Good Reason under the Change in Control Severance Plan. The award is designed to retain a key executive through the merger.

Show 1 minor / wording change
Added Board size reduction low

Added in current filing · verify on EDGAR →

Pursuant to Mr. Eilam’s notice, the number of directors which shall constitute the Board was fixed at seven members.

The board was reduced to seven members after Eilam's resignation. This is a direct consequence of the director departure and may affect committee composition and governance.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 9, 2026 · How we verify