Amir Goldman
About Amir Goldman
Independent director; age 53; on Payoneer’s board since 2014 (Class II; current term expires 2026). Founder and Managing Director of Susquehanna Growth Equity (SGE) with prior roles at TL Ventures and BRM Capital; MBA from Harvard Business School and BS in Economics from Wharton, University of Pennsylvania . Board-determined independent under Nasdaq standards; serves as Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Susquehanna Growth Equity LLC | Founder & Managing Director | 2006–present | Growth investing in software/payments; board oversight for portfolio companies |
| TL Ventures | Principal | 2002–2006 | Venture investing; technology focus |
| BRM Capital | Principal | 1999–2002 | Venture capital in internet infrastructure/software |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HighRadius (private) | Director | Not disclosed | Private company directorship |
| HMP Global (private) | Director | Not disclosed | Private company directorship |
No other public company directorships disclosed for Mr. Goldman .
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board affirmed Mr. Goldman’s independence under Nasdaq rules; all members of key committees are independent .
- Attendance: Board met 10 times in FY2024; each director attended ≥75% of aggregate Board and committee meetings; all directors participated in the 2024 annual meeting .
- Executive sessions: Independent directors typically hold executive sessions as part of most regular meetings .
- Committee activity cadence: Audit (7 meetings), Compensation (6), Nominating & Corporate Governance (3), Risk (4) in FY2024 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees | $50,000 | Board/committee retainers; cash paid to third-party entity for Mr. Goldman . |
| Equity grant (RSUs) | $149,998 | Annual director grant; generally vests in 3 equal annual installments . |
| RSUs outstanding (12/31/2024) | 26,113 | Unvested director RSUs . |
Director plan details:
- 2024 plan: $30,000 Board retainer; Chair of Board +$30,000; committee fees: Audit $10k/$20k (Chair), Compensation $7.5k/$15k (Chair), Nominating $5k/$10k (Chair), Risk $5k/$10k (Chair); initial RSU $300,000; annual RSU $150,000, each vesting over three years .
- 2025 update: Board retainer raised to $40,000; Chair of Board to $50,000; annual RSU grant $200,000, vesting by next annual meeting or 12 months .
Performance Compensation
| Performance Metric | Applies to Director Equity? | Detail |
|---|---|---|
| Company revenue/EBITDA targets | No | Non-employee director equity awards are time-based RSUs with service vesting; no performance conditions disclosed . |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Influence |
|---|---|---|
| Susquehanna Growth Equity funds (SIG and SGE V) | Beneficial owner of 27,125,617 PAYO shares (7.44%) | Mr. Goldman is affiliated with Susquehanna Capital Management, LLC (SGE Management), which has voting and dispositive power over SGE funds’ shares; heightened related-party sensitivity . |
Related party oversight: Payoneer maintains a formal Related Party Transactions policy; Audit Committee reviews such transactions ≥$120k involving related persons .
Expertise & Qualifications
- Technology/software and payments/fintech investing background; board participation in growth companies .
- M&A and company analysis expertise; executive leadership experience across investment roles .
- Formal training: MBA (Harvard), BS Economics (Wharton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Amir Goldman | 2,758,520 | <1% | Includes 2,757,860 shares held by a family limited partnership where Mr. Goldman is a general partner . |
| Director RSUs outstanding (12/31/2024) | 26,113 | N/A | Director RSUs vesting over time . |
Alignment policies:
- Ownership guidelines: Directors must hold shares equal to 3x annual cash retainer within 5 years; only net-owned shares count .
- Hedging/pledging: Prohibited for directors and employees unless limited approval by Chief Legal Officer; anti-hedging/anti-pledging policy in Insider Trading Policy .
Governance Assessment
- Strengths: Long tenure (since 2014) with deep fintech/software investing expertise; independent status; active governance role as Compensation Committee Chair; Board and committee executive sessions reinforce independent oversight .
- Alignment: Significant personal beneficial ownership plus director RSUs; ownership guidelines in place; hedging/pledging restricted .
- Compensation governance: Independent consultant (Compensia) engaged by Compensation Committee; committee met 6 times; robust charter authority .
- Board responsiveness: Declassification and elimination of supermajority voting proposed in 2025; move toward majority voting standard in uncontested elections; supports accountability .
- Potential conflicts / RED FLAGS: Affiliation with SGE, a 7.44% shareholder, and voting/dispositive power via SGE Management warrants vigilant related-party oversight; however, independence affirmed and formal related-party policy in place .
- Attendance/engagement: ≥75% meeting attendance; participation in annual meeting indicates engagement .
- Say-on-pay context: 93% approval in 2024, supportive of compensation framework overseen by the committee chaired by Mr. Goldman .
No director-specific related-party transactions with Mr. Goldman were disclosed beyond beneficial ownership and fund affiliations; Audit Committee oversight applies if any arise .