John Caplan
About John Caplan
John Caplan, 55, is Chief Executive Officer (since 2023) and a director (since 2022) of Payoneer Global Inc. He holds a BA in English from the University of Rochester and previously led Alibaba.com (President, North America & Europe) and founded OpenSky . Under his leadership in 2024, Payoneer delivered record results: volume +21% to $80B, revenue +18% to $978M, Adjusted EBITDA +30%+ to $270.6M, and total shareholder return of 93% . The company also achieved positive Adjusted EBITDA excluding interest income for the first time since going public and repurchased stock in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alibaba.com (Alibaba Group) | President, North America & Europe | 2018–2022 | Led regional commerce platform; senior leadership at a global e-commerce/payments ecosystem . |
| OpenSky | Founder & CEO | 2009–2018 | Built SMB software/services firm; majority stake acquired by Alibaba in 2017 . |
| Ford Models | Chief Executive Officer | 2002–2009 | Led global talent agency operations . |
| About.com | Chief Marketing Officer | 1998–2001 | Drove growth at an internet publishing business . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Oscar Heyman & Brothers | Board member | Not disclosed |
| Caroo (private) | Prior board member | Not disclosed |
| Sendle (private) | Prior board member | Not disclosed |
| Clyde (private) | Prior board member | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 286,217 (prorated) | 475,000 | 515,000 |
| Target Bonus (% of base) | 100% (per employment agreement) | 100% | 100% |
| Target Bonus ($) | 475,000 (per agreement; not prorated) | 475,000 | 515,000 |
| Actual Bonus Paid ($) | 302,000 | 475,000 | 600,000 |
| SCT Total Compensation ($) | 15,124,420 | 950,900 | 9,827,830 |
Notes:
- 2024 bonus reflected 117% company funding; Committee aligned CEO payout with pool at ~$600K (≈117% of target) .
- “All Other Compensation” in 2024 included $31,255 of personal security; car service provided for commuting .
Performance Compensation
Annual Bonus Design and 2024 Outcomes
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Revenue | 50% | $884M | 111% of target | Capped into 130% metric funding pool |
| Adjusted EBITDA | 40% | $186M | 145% of target | Capped into 130% metric funding pool |
| Discretionary | 10% | $3.9M pool max | 0% funded | 0% |
| Company Bonus Pool | — | — | — | ~117% overall |
- CEO 2024 payout: $600,000 (117% of target), aligned with the overall pool .
Long-Term Equity Awards (2024 grants)
| Award | Grant Date | Quantity | Exercise/Price | Vesting | Grant Date FV ($) |
|---|---|---|---|---|---|
| Time-vesting RSUs | 2/19/2024 | 1,000,000 | — | 25% at 1-year; balance in 12 quarterly installments over next 3 years, cont. service | 10,040,000 (as of 12/31/24 MV) |
| Stock Options | 2/19/2024 | 1,070,000 | $5.41 | 25% at 1-year; balance in 12 quarterly installments over next 3 years, cont. service | 8,673,500 (grant-date ASC 718) |
Existing performance-vesting equity from 2022 hire:
- Up to 2,500,000 RSUs tied to stock-price hurdles ($9, $11, $13, $15, $20, 20/30 trading-day test within 10 years); 500,000 vested in 2024 as conditions were met . Time-vest condition is also required (25% at first anniversary; then quarterly) .
2025 PSU Program (introduced based on shareholder feedback)
| Feature | Details |
|---|---|
| Performance Measures | Revenue and Adjusted EBITDA (company-level) |
| Performance Period | One year; payout determined after FY results |
| Payout Range | 0%–200% of target |
| Settlement/Vesting | PSUs convert to RSUs post-certification; 25% vests on the later of certification or first anniversary of grant; remaining vests in 12 quarterly installments, cont. service |
Governance enhancements and investor feedback led to addition of PSUs in 2025; 2024 say-on-pay support was ~93% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,623,341 shares; <1% of outstanding (as of 2/28/2025; 362,593,475 shares o/s) . |
| Stock Ownership Guidelines | CEO: 5x base salary within 5 years; Directors: 3x cash retainer; other execs: 1x salary . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except limited cases approved by CLO . |
| Clawback | Dodd-Frank/Nasdaq-compliant compensation recoupment policy adopted; filed as Exhibit 97 to 10-K . |
| Options Outstanding (12/31/24) | 312,500 exercisable and 187,500 unexercisable at $3.98 (exp. 7/1/2032); 1,070,000 unexercised at $5.41 (exp. 2/19/2034) . |
| Unvested RSUs (illustrative) | 1,000,000 time-based RSUs from 2024 grant; performance-based RSUs from 2022 hire remain outstanding with multi-tier price hurdles; 500,000 vested in 2024 upon meeting conditions . |
Vesting cadence and stock-price conditioned RSUs can lead to periodic, concentrated vesting events (quarterly vest schedules; price-hurdle tranches at $11, $13, $15, $20), which can create episodic supply overhang as awards vest and settle .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Employment agreement dated May 24, 2022; amended Feb 27, 2023 (transition from Co-CEO to CEO) . |
| Salary/Bonus | Initial base $475,000; target bonus 100% of salary . |
| New-Hire Equity | 2,000,000 time-vesting RSUs; up to 2,500,000 stock-price RSUs; 500,000 options (service vesting) . |
| Notice | 180 days’ notice for resignation without Good Reason . |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: 12 months base salary continuation, company-paid health coverage, and continued vesting per regular schedules (subject to release) . |
| Change in Control | 50% acceleration of unvested equity at CoC; full acceleration if awards not assumed, or upon qualifying termination within 12 months post-CoC (double trigger) . |
| Illustrative Values (12/31/24) | Non-CoC termination: total $11.95M; CoC+termination: $38.64M; CoC-only: $19.05M (driven by equity values at 12/31/24) . |
Board Governance (Director Service and Dual-Role Considerations)
- Service: Director since 2022; CEO since 2023 . He is not listed as a member of any board committee .
- Independence and structure: Board is majority independent; CEO and Chair roles are separated (Chair currently independent; expected incoming Chair, if elected, is independent director Rich Williams) .
- Committees: All standing committees (Audit, Compensation, Nominating & Corporate Governance, Risk) are fully independent .
- Attendance and oversight: Board held 10 meetings in 2024; all directors met the 75% attendance threshold; independent directors hold executive sessions regularly .
This separation of Chair/CEO roles and fully independent committees mitigates typical dual-role concerns and supports independent oversight of CEO performance and compensation .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | 831 | 978 |
| Adjusted EBITDA ($M) | 205.1 | 270.6 |
| Volume ($B) | 66 | 80 |
| Total Shareholder Return | Not disclosed | 93% |
Further 2024 operational highlights included strategy focus, reduced interest rate sensitivity, and capital returns via stock repurchases .
Compensation Structure Analysis
- Mix shift and alignment: 2025 introduces PSUs (Revenue and Adjusted EBITDA) to increase explicit pay-for-performance alignment following shareholder outreach; 2024 say-on-pay ≈93% .
- Annual bonus rigor: 2024 bonus tied 90% to financial metrics (Revenue 50%, Adj. EBITDA 40%); actual outperformance on both metrics; discretionary was 0% .
- Equity design: CEO receives a combination of time-based RSUs and stock options (annual grants), plus legacy stock-price RSUs from 2022 hire with multi-tier hurdles, creating long-term value realization contingent on stock appreciation .
Compensation Peer Group (Benchmarking)
2024 peer group included 20 fintech/software names such as AvidXchange, Flywire, Nuvei, Shift4, Marqeta, Q2 Holdings, EVERTEC, Remitly, Zuora, SPS Commerce, among others; the committee does not target a specific percentile and uses peer data as a reference point with judgment .
Say-On-Pay & Shareholder Feedback
- Say-on-pay approval: ~93% support at 2024 annual meeting .
- Response: Adopted PSUs for 2025 and proposed governance enhancements (declassification; eliminating supermajority voting) after outreach to holders representing ~44% of shares outstanding (engaged with ~23%) .
Risk Indicators & Governance Policies
- Clawback policy compliant with SEC/Nasdaq rules .
- Anti-hedging and anti-pledging policy in effect (limited pledge exceptions with CLO approval) .
- No excise tax gross-ups; no special executive retirement plans; emphasis on at-risk compensation and independent compensation oversight .
Investment Implications
- Strong alignment and momentum: Caplan’s pay design ties outcomes to revenue/EBITDA (annual and PSUs) and equity value creation (time-based RSUs, options, stock-price RSUs) amid improving fundamentals (2024 revenue +18%, Adj. EBITDA +30%+, TSR 93%)—supportive for continued execution .
- Vesting/overhang watch: Quarterly vesting cadence and price-hurdle tranches ($11/$13/$15/$20) can create episodic vesting events; monitor 10b5-1 plans/Form 4s near those thresholds for potential supply dynamics .
- Governance mitigants: Independent Chair structure, fully independent committees, and high say-on-pay support reduce dual-role risk and support compensation discipline .
- Retention economics: Double-trigger CoC protections and 12-month severance/continued vesting provide stability but create meaningful acceleration value under CoC; consider as a factor in M&A scenarios .