Payoneer Global Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Definitive Proxy Statement

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Soliciting Material under § 240.14a-12

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Message from our CEO

Dear Stockholders,

Our mission is to help small and medium-sized businesses (SMBs) globally grow by reliably and securely connecting them to the global digital economy. Our global financial stack makes it easier for SMBs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other needs from a single platform. Our core value proposition is that we eliminate the barriers to doing cross border business for the SMBs that we serve.

2023 was a defining year for Payoneer; a year in which we further focused our efforts and investments on serving the needs of our approximately 2 million active customers around the world. Our 2023 results reflect the strength of our customer relationships. We delivered a record $831 million of revenue, up 32% year-over-year, and significantly increased our net income and adjusted EBITDA margin. Our customers are increasingly using Payoneer to collect more of their cross-border accounts receivable, which drove our volumes up 11% to $66 billion. Customers also hold more funds in their Payoneer account, demonstrating the trust they have in us and the utility we are providing them. Our business generated significant cash flow, with $159 million of operating cash flows for the year, enabling us to both return capital to shareholders and invest in our business to drive long-term profitable growth.

We benefit from the active involvement of our Board of Directors, which provides valuable guidance and oversight. The composition of our Board is designed to include diverse viewpoints, backgrounds, experiences, and tenures, contributing significantly to our governance, strategy, and success. In 2023, we strengthened our Board with the addition of Sharda Caro Del Castillo and Susanna Morgan. Our robust corporate governance framework is in place to support our growth strategies, generate long-term value for stockholders and serve our customers, communities, and employees.

I am pleased to invite you to Payoneer’s 2024 Annual Meeting of Stockholders, to be held virtually on May 30, 2024, at 9.00 a.m. (Eastern Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/PAYO2024, 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

Notice of annual meeting of stockholders

to be held virtually on May 30, 2024, at 9.00 a.m. (Eastern Time)

April 16, 2024​

Dear Stockholder:

You are cordially invited to attend the 2024 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 May 30, 2024, at 9.00 a.m. (Eastern Time), for the following purposes:

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

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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, 2024;

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

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

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The record date for the Annual Meeting is April 2, 2024 (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 charge. We believe this is 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/PAYO2024.

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 May 30, 2024. This Proxy Statement and the Company’s 2023 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 16, 2024, we mailed an Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our Annual Meeting Proxy Statement and 2023 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 & Regulatory 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.