Bea Ordonez
About Bea Ordonez
Bea Ordonez, age 52, is Payoneer’s Chief Financial Officer (CFO) since March 2023, after joining as Deputy CFO in January 2023; she holds an LLB from the University of Nottingham and is a member of the Institute of Chartered Accountants in England and Wales . Payoneer’s 2024 bonus program was funded at ~117% based on achieving 111% of the revenue target and 145% of the Adjusted EBITDA target , and in Q3 2025 the company reported record quarterly revenue and raised full-year guidance, with Ordonez emphasizing operating leverage and increased outlook for Adjusted EBITDA . She certified Payoneer’s Q3 2025 Form 10-Q under SOX Sections 302 and 906 and signed as Principal Financial Officer on the filing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Webster Bank (NYSE: WBS) | Chief Innovation Officer | 2022–2023 | Senior innovation leadership at a U.S. bank |
| Sterling National Bank (NYSE: STL; acquired by Webster) | CFO & EVP | 2021–2022 | Finance leadership through bank combination period |
| OTC Markets Group (OTCQX: OTCM) | CFO | 2015–2021 | Operates regulated financial markets for U.S. and global securities |
| Convergex (acquired by Cowen) | COO & Managing Director | 2006–2015 | Global financial services: execution, trading, prime brokerage, clearing |
| G‑Trade | CFO | N/A | Broker‑dealer providing electronic access to global equities markets |
| PricewaterhouseCoopers | Tax Consultant | N/A | Tax advisory experience |
| Arthur Andersen | Tax/Advisory | N/A | Early career accounting/advisory |
External Roles
| Organization | Role | Years |
|---|---|---|
| Institute of Chartered Accountants in England and Wales | Member | N/A |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $415,674 (paid; prorated from Jan 16, 2023 hire) | $475,000 |
| Target Bonus (% of Base) | 100% | 100% |
| Actual Bonus Paid ($) | $1,800,000 (includes $1,200,000 sign‑on) | $615,000 |
- Sign‑on bonus: $1,200,000, subject to repayment if resignation/termination for Cause prior to first anniversary .
- 2024 bonuses were funded ~117% on company metrics; Bea received ~129% of target in recognition of individual performance and critical initiatives .
Performance Compensation
Annual Bonus Program (2024)
| Component | Weighting | Target | Actual | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Revenue | Not disclosed | Company target set by Committee | 111% of target achieved | Contributed to cap 130% for metric funding | Cash (N/A) |
| Adjusted EBITDA | Not disclosed | Company target set by Committee | 145% of target achieved | Contributed to cap 130% for metric funding | Cash (N/A) |
| Discretionary Component | Not disclosed | Committee discretionary pool | 0% funded | Reduced overall pool to ~117% | Cash (N/A) |
| Individual – Bea Ordonez | N/A | 100% of $475,000 = $475,000 | $615,000 | ~129% of target | Cash (N/A) |
Equity Awards and Vesting Schedules
| Award | Grant Date | Quantity | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Time‑based RSUs | Feb 13, 2024 | 700,000 | $3,549,000 | 25% on first anniversary; remaining 75% in ratable quarterly installments over following three years (fully vested at 4 years) |
| Time‑based RSUs (new hire) | Dec 18, 2022 (agreement) | 1,750,000 | N/A | Service‑vest over four years |
| Stock‑price RSUs (PSUs) | Feb 14, 2023 | Up to 600,000 with price tranches (200k @ $10; 200k @ $15; 200k @ $20; 20/30 trading day test by Jan 8, 2028) | Estimated fair value based on $10.04 close and Monte Carlo (disclosed basis) | Time‑based: one‑fourth satisfied Jan 16, 2024; remaining 1/16 quarterly; price‑based vests on achieving each stock‑price target within the window |
| 2024 Stock Vested (shares/value realized) | 2024 | 965,625 shares | $6,267,469 | As per applicable RSU schedules |
Note: Bea did not receive stock options in 2024; option awards for her are not shown in grant tables .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 28, 2025) | 517,965 shares; less than 1% of outstanding |
| Outstanding Unvested RSUs (Dec 31, 2024) | 984,375 RSUs (market/payout value $9,883,125) ; 700,000 RSUs (market/payout value $7,028,000) |
| Outstanding Unearned PSUs (Dec 31, 2024) | 400,000 units (market/payout value $2,808,000) |
| Options (exercisable/unexercisable) | Not applicable for Bea in fiscal year‑end table (no options listed) |
| Anti‑Hedging / Anti‑Pledging | Hedging prohibited; pledging prohibited unless approved by Chief Legal Officer in limited circumstances |
| Ownership Guidelines | Executive officers required to hold shares equal to 1× base salary; compliance within 5 years of becoming covered or adoption date |
| Net Share Settlement (Tax Withholding) | Company withholds shares upon RSU vesting for taxes; 1,600,911 shares withheld during nine months ended Sep 30, 2025 (company‑wide) |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | December 18, 2022 (Deputy CFO; subsequently CFO) |
| Initial Base Salary | $450,000 |
| Target Annual Bonus | 100% of base salary |
| Signing Bonus | $1,200,000; subject to repayment if resignation/termination for Cause prior to first anniversary |
| New‑Hire Equity | 1,750,000 time‑vest RSUs over four years |
| Stock‑Price RSUs | Up to 600,000 RSUs with $10/$15/$20 stock‑price targets and service vesting |
| Resignation Notice | 180 days for resignation without Good Reason |
| Severance (without Cause) | 12 months salary continuation, continued health benefits, and continued vesting per regular schedules (subject to release) |
| Change‑in‑Control (CIC) Acceleration | 50% of unvested equity accelerates upon CIC; full acceleration if awards not assumed or termination without Cause/for Good Reason within 12 months post‑CIC |
| Clawback Policy | Compensation Recoupment Policy under Exchange Act Section 10D and Nasdaq Listing Rules; filed as Exhibit 97 to 10‑K |
Potential Payments Upon Termination or Change in Control (as disclosed)
| Scenario | Cash Severance/Notice Pay ($) | Equity Accel/Continued Vesting ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause / Good Reason (not in connection with CIC) | 475,000 | 7,467,250 | 28,213 | 7,970,463 |
| Termination without Cause / Good Reason (in connection with CIC) | 475,000 | 24,598,000 | 28,213 | 25,101,213 |
| CIC (no termination) | N/A | 12,299,000 | N/A | 12,299,000 |
Investment Implications
- Pay‑for‑performance alignment: Ordonez’s annual bonus exceeded target (~129%) on outsized revenue and Adjusted EBITDA performance, while equity is heavily RSU/PSU‑based with explicit stock‑price hurdles ($10/$15/$20) through Jan 8, 2028; 200,000 PSUs vested in 2024 as conditions were met .
- Vesting cadence and supply consideration: RSUs vest quarterly after the first anniversary for major grants, with company‑wide net share settlement for taxes (1.6M shares withheld in 9M’25), implying regular vesting‑related supply; Accelerated share repurchases ($94M YTD through Q3’25; $272.951M authorization remaining) are intended to offset dilution from employee compensation programs .
- Retention and M&A dynamics: Severance includes 12 months’ salary and continued vesting; CIC terms accelerate 50% of unvested equity upfront and fully accelerate if not assumed or upon qualifying termination within 12 months—these provisions reduce retention risk in normal course but can increase M&A event risk of accelerated equity overhang .
- Ownership and governance safeguards: Beneficial ownership is modest (518k shares, <1%), but stock ownership guidelines require 1× salary within five years; hedging and pledging are prohibited absent narrow approvals; formal clawback policy aligned with SEC/Nasdaq requirements .
- Execution signal: As CFO, Ordonez raised 2025 guidance and highlighted operating leverage after record quarterly revenue—supportive of near‑term execution and EBITDA trajectory .
Overall, compensation design ties a meaningful portion of pay to company performance and share price, while vesting schedules and anti‑hedging/pledging policies support alignment; monitor quarterly vesting cycles and any future Form 4 activity for selling pressure, and assess M&A scenarios for potential equity acceleration overhang .