Christopher (Woody) Marshall
About Christopher (Woody) Marshall
Independent director of Payoneer Global Inc. (PAYO); age 57; director since 2017. Marshall is a General Partner at TCV (since 2008), and previously spent 12 years at Trident Capital with a primary focus on payments, internet, and mobile. He holds a BA in Economics from Hamilton College and an MBA from Northwestern’s Kellogg School of Management. He currently serves as Lead Independent Director at Spotify and as a director at Nerdy, both since 2015. The PAYO Board has affirmatively determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCV | General Partner | 2008–present | Growth equity investor; governance influence via significant holdings and board service at portfolio companies |
| Trident Capital | Investor (payments/internet/mobile focus) | ~1995–2007 (12 years) | Led investments in payments/mobile; board advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spotify (NYSE: SPOT) | Lead Independent Director | 2015–present | Board leadership; independent oversight |
| Nerdy (NYSE: NRDY) | Director | 2015–present | Governance oversight |
| Private companies (various) | Director | Various | Portfolio company governance via TCV |
Board Governance
- Committees: Compensation Committee (member); Nominating & Corporate Governance Committee (Chair).
- Independence: Board determined Marshall is independent under Nasdaq listing standards.
- Attendance: Board held 10 meetings in FY2024; each director attended at least 75% of Board and committee meetings; independent directors typically hold executive sessions.
- Governance modernization: Board proposes declassifying the Board and eliminating supermajority voting requirements; Board leadership to separate Chair and CEO; Rich Williams to serve as Chair if re-elected.
- Committee activity levels: Compensation Committee met 6 times; Nominating & Corporate Governance met 3 times; Audit met 7 times; Risk met 4 times (Marshall is not on Audit/Risk).
Fixed Compensation
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
- Non-Employee Director Compensation Plan (2024): Annual Board retainer $30,000; Chair premium $30,000; committee retainers: Audit $10,000 ($20,000 Chair), Compensation $7,500 ($15,000 Chair), Nominating & Corporate Governance $5,000 ($10,000 Chair), Risk $5,000 ($10,000 Chair).
- 2025 updates: Annual Board retainer increased to $40,000; Chair premium $50,000; annual RSU award $200,000 (vests by next annual meeting or at 12 months).
Performance Compensation
| Component | Structure | 2024 Amount |
|---|---|---|
| Director RSU grants (annual) | 2024 plan provided annual RSUs with grant-date value $150,000, vesting in three equal annual installments over three years (initial RSU on joining: $300,000; same vesting) | Marshall: none reported (no RSUs outstanding as of 12/31/2024) |
Note: PAYO’s director equity is time-based RSUs; no director performance-linked metrics apply (PSUs introduced in 2025 are for senior executives, not directors).
Other Directorships & Interlocks
| Entity | Relationship to PAYO | Potential Interlock/Conflict Considerations |
|---|---|---|
| TCV Entities (TCV VIII Funds and Member Fund) | Beneficial owner of 9.38% of PAYO common stock (34,197,116 shares); Marshall is a Class A Director of Technology Crossover Management VIII, Ltd., and a limited partner of TCM VIII and the Member Fund; also serves as PAYO director. | Significant shareholder affiliation may create perceived conflicts in board decisions affecting TCV; subject to PAYO Related Party Transaction policy and Audit Committee review if transactions arise. |
| Susquehanna Growth Equity | Beneficial owner of 7.44% of PAYO; director Amir Goldman affiliated; committee independence maintained. |
Expertise & Qualifications
- Payments/Fintech, software/SaaS, M&A, public company board experience (skills matrix indicates Marshall has all listed experiences).
- Deep venture and scaling experience in payments/internet/mobile; advises fast-growing platforms.
- Lead independent director experience at Spotify; strengthens governance and independent oversight credentials.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Christopher (Woody) Marshall | — | — | No director RSUs outstanding as of 12/31/2024 |
| Stock Ownership Guidelines (Directors) | N/A | N/A | Directors must hold shares equal to 3x annual cash retainer; compliance within five years of adoption (2024) or of becoming covered; only net-owned shares count. |
| Hedging/Pledging | Prohibited (unless limited approval for pledging) | N/A | Anti-hedging/anti-pledging policy applies to directors. |
Insider Trades
| Date | Form 4 Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | Proxy notes no delinquent Section 16 filings for directors in 2024 (one late Form 4 for non-director officer); Marshall reported no beneficial ownership as of 2/28/2025. |
Governance Assessment
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Strengths
- Independent director with robust fintech and public board experience; chairs Nominating & Corporate Governance, aligning with ongoing governance modernization (declassification; elimination of supermajority voting).
- Committee independence across Audit, Compensation, Nominating, Risk; use of independent consultant (Compensia) for executive pay; strong 2024 say‑on‑pay support (93%).
- Board and committee engagement: each director ≥75% attendance; regular executive sessions.
-
Risks and potential conflicts
- RED FLAG: TCV is a 9.38% shareholder; Marshall’s governance roles at TCV (general partner; director of general partner entities) plus PAYO directorship create perceived conflicts, particularly on matters affecting major holders or capital allocation. PAYO’s Related Party Transaction policy assigns Audit Committee oversight; monitoring is warranted.
- RED FLAG: Alignment optics—Marshall reported no beneficial ownership in PAYO and no director compensation or RSUs in 2024; while director ownership guidelines allow five years to comply from 2024 adoption, current zero ownership may be viewed as low “skin‑in‑the‑game.”
- Warehouse financing facility was a related-party arrangement tied to the former Chair’s ownership interests (terminated by April 28, 2025), underscoring Board exposure to related-party structures; not attributable to Marshall but relevant to overall governance risk.
-
Net takeaways
- Marshall’s committee leadership and independence bolster board effectiveness amid governance reforms. However, his TCV affiliation and current lack of direct PAYO equity holdings present perception risks; continued transparency, strict adherence to related‑party policies, and progress toward director ownership guidelines will be important to investor confidence.