Barak Eilam
About Barak Eilam
Barak Eilam, 50, joined Payoneer’s Board as a Class I director in February 2025; he is independent and, upon his election at the June 10, 2025 annual meeting, was appointed to the Audit Committee . He previously served as CEO of NICE (2014–Dec 2024) and began at NICE in 1999, holding senior engineering, product, sales roles including President of NICE Americas; he holds a B.Sc. in Electrical Engineering from Tel Aviv University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NICE Ltd. | Chief Executive Officer | 2014–Dec 2024 | Led expansion of TAM and strong revenue growth |
| NICE Ltd. | President, NICE Americas; prior engineering/product/sales roles | 1999–2014 | Senior leadership across engineering, product management, sales |
External Roles
| Organization | Role | Since | Committee/Notes |
|---|---|---|---|
| FactSet Research Systems (FDS) | Director | Dec 2024 | Compensation & Talent Committee |
| SimilarWeb (SMWB) | Director | Sep 2024 | Board member |
| HMH (private) | Director | — | Board member |
| Cvent (private) | Director | — | Board member |
Board Governance
- Committee assignments: Appointed to Audit Committee effective upon election at the June 10, 2025 annual meeting .
- Independence: Board determined Eilam is independent under Nasdaq standards .
- Attendance: In 2024 the Board held 10 meetings; each director attended ≥75% of Board and committee meetings for which they served; directors are expected to attend annual meetings; independent director executive sessions are routine .
- Board refresh: Eilam appointed in Feb 2025 as part of succession planning; Board size reduced to eight post-2025 meeting; Rich Williams named Chair upon re‑election .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Effective 2025 plan |
| Chair of Board retainer | $50,000 | If serving as Chair |
| Audit Committee member retainer | $10,000 | Chair: $20,000 |
| Compensation Committee member retainer | $7,500 | Chair: $15,000 |
| Nominating & Governance member retainer | $5,000 | Chair: $10,000 |
| Risk Committee member retainer | $5,000 | Chair: $10,000 |
| Cash-to-stock election | Permitted | Directors may elect to receive cash retainers in Common Stock under specified procedures |
Performance Compensation
| Equity Award | Value Basis | Vesting | Notes |
|---|---|---|---|
| Annual RSU award | $200,000 | Vests on earlier of 12 months from grant or next annual meeting; service required | |
| Prorated RSU award (for mid‑cycle appointments) | Prorated to time from appointment to next annual meeting | Vests at next annual meeting; service required |
Insider-reported equity transactions since appointment:
| Transaction Date | Form Type | Type | Shares Acquired | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-03-21 | 4 | Award (RSU settlement to common) | 5,710 | $0.00 | 5,710 | |
| 2025-06-16 | 4 | Award (RSU settlement to common) | 29,154 | $0.00 | 34,864 |
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock Risk to PAYO |
|---|---|---|
| FactSet (FDS) | Financial data/analytics | No disclosed PAYO related-party dealings; standard indemnification; no Item 404 transactions with Eilam . |
| SimilarWeb (SMWB) | Digital analytics | No disclosed conflicts at PAYO . |
| HMH (private) | K-12 education | No disclosed conflicts at PAYO . |
| Cvent (private) | Event management/data | No disclosed conflicts at PAYO . |
Expertise & Qualifications
- Skills matrix: Executive leadership, international operations, payments/fintech, software/SaaS, marketing/consumer engagement, regulation & compliance, M&A, public company board experience (all marked for Eilam) .
- Degree: B.Sc., Electrical Engineering, Tel Aviv University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Barak Eilam | — | — | Feb 28, 2025 | Reported as “—” in Security Ownership table prior to RSU settlements |
- Ownership guidelines: Directors must own shares equal to 3x annual cash retainer within five years of becoming subject to guidelines (updated 2025 plan increases retainer to $40k) .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy, except limited pledging if approved by Chief Legal Officer .
- Indemnification: Standard form indemnification agreement entered into upon appointment .
Governance Assessment
- Board effectiveness: Eilam adds deep SaaS/AI and fintech oversight; skills matrix breadth and Audit Committee assignment strengthen financial and risk oversight .
- Independence & conflicts: Board affirmed independence; 8‑K appointment disclosed no Item 404(a) related‑party transactions with Eilam; PAYO’s related‑party policy routes any such matters to Audit Committee for review .
- Engagement: Board conducted 10 meetings in 2024 with strong attendance; independent director executive sessions are routine, indicating robust oversight culture .
- Compensation alignment (director): Cash modest; equity time‑based RSUs (including prorated grant upon appointment) align director incentives with shareholder value without performance hurdles that could bias oversight .
- Shareholder signals: 2025 say‑on‑pay approved (~222.6M for vs. 17.6M against); Eilam’s election received 239.8M “for” vs. 0.55M “withheld,” reflecting strong investor support .
- RED FLAGS: None disclosed. No hedging/pledging activity reported; no related‑party transactions with Eilam; Audit oversight role mitigates conflicts .
Appendix: PAYO Director Compensation History Context
- 2024 plan: $30k Board retainer; $150k annual RSUs; committee fees per committee (Audit $10k/$20k chair; Compensation $7.5k/$15k chair; Nominating $5k/$10k chair; Risk $5k/$10k chair) .
- 2025 updated plan: Board retainer increased to $40k; Chair retainer to $50k; annual RSU $200k, vesting earlier of 12 months or next annual meeting; prorated grants for appointments between meetings .
Key Documents
- PAYO 2025 DEF 14A (Apr 28, 2025): nominee bio, skills, independence, committees .
- PAYO 8‑K (Feb 24, 2025): appointment; indemnification; director compensation plan; no Item 404(a) transactions with Eilam .
- PAYO 8‑K (Jun 10, 2025): election vote counts; Audit Committee appointment .
- Insider Form 4 filings: March 24 and June 17, 2025 awards/holdings [links above].