Pamela H. Patsley

About Pamela H. Patsley

Pamela H. Patsley, age 68, has served as an independent director of Payoneer since 2021 and is designated by the Board as an “audit committee financial expert.” She was Executive Chair of MoneyGram International from 2016–2018 and Chair & CEO from 2009–2015; prior executive roles include First Data, First Data Merchant Services, Paymentech, First USA, and earlier career at KPMG. She holds a BS in Business Administration—Accounting from the University of Missouri and brings deep payments/fintech, regulatory, and public-company board experience to PAYO’s Board .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Patsley is independent under Nasdaq standards .
• Class & Term: Class III director; current term expires 2027 .
• Committee memberships and chair roles:
  • Audit Committee: Member; Board designated Patsley and Morgan as audit committee financial experts; Audit met 7 times in 2024 (Chair: Susanna Morgan) .
  • Nominating & Corporate Governance Committee: Member; Committee met 3 times in 2024 (Chair: Christopher “Woody” Marshall) .
  • Compensation Committee: Not a member .
  • Risk Committee: Not a member .

• Attendance & engagement: Board held 10 meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings; all directors participated in the 2024 annual meeting. Independent directors typically hold executive sessions as part of most regular meetings .

Fixed Compensation

• Non-Employee Director Cash Retainers (2024 plan):
  • Board member: $30,000; Chair: +$30,000 .
  • Committee retainers: Audit $10,000 (Chair $20,000); Compensation $7,500 (Chair $15,000); Nominating & Corporate Governance $5,000 (Chair $10,000); Risk $5,000 (Chair $10,000) .
• 2025 plan update (Form 8-K, Feb 24, 2025): Board member retainer increased to $40,000; Chair retainer to $50,000 .

Performance Compensation

• Annual equity for non-employee directors:
  • 2024 plan: Initial RSU grant upon joining Board $300,000; annual RSU grant $150,000; both vest in three equal annual installments over three years, subject to continued service .
  • 2025 plan: Annual RSU grant $200,000 (based on closing price on ASM date); vests on earlier of 12 months from grant or next ASM, subject to continued service; prorated for mid-cycle appointees .

Signal: 2025 shift to shorter vesting (annual vest vs 3-year installment) increases immediacy of equity realization and may modestly reduce multi-year retention alignment, though still service-based and subject to continued service .

Other Directorships & Interlocks

• Interlocks/conflicts: No related-party transactions disclosed involving directors beyond compensation; Company maintains related-party transaction review led by Audit Committee; no transactions over $120,000 requiring disclosure other than those described in compensation sections .
• Overboarding risk: Multiple public boards increase time commitments; however PAYO reports ≥75% attendance and robust committee activity, mitigating engagement concerns .

Expertise & Qualifications

• Skills matrix: Executive leadership, international operations, payments/fintech, software/SaaS, marketing & consumer engagement, regulation/compliance, M&A, and public-company board experience marked for Patsley .
• Audit committee financial expert designation (Reg S-K 407(d)(5)(ii)) .

Equity Ownership

• Stock Ownership Guidelines (adopted 2024): Directors must retain shares equal to 3× annual cash retainer; compliance within five years of becoming covered or five years from adoption; only net-owned shares count .
• Anti-hedging and anti-pledging policy: Employees and directors prohibited from hedging and pledging company securities, except limited pledging approvals by CLO in rare circumstances .

Governance Assessment

• Positives

  • Independent director with deep payments/fintech and regulatory expertise; designated audit committee financial expert, strengthening financial oversight .
  • Active committee service (Audit; Nominating & Corporate Governance) with documented meeting cadence and Board-wide executive sessions; ≥75% attendance across Board/committees in 2024 .
  • Ownership alignment via director stock ownership guidelines (3× cash retainer) and anti-hedging/pledging policies; ongoing RSU holdings indicate skin-in-the-game .

• Neutral/Watch

  • 2025 director equity shifts to single-year vesting could modestly reduce long-dated retention alignment vs prior 3-year installment vesting; counterbalanced by continued service requirement .
  • Multiple external public boards imply higher time demands; current PAYO attendance disclosures mitigate immediate concerns .

• RED FLAGS (none disclosed)

  • No related-party transactions involving Patsley reported; Board independence affirmed; no hedging/pledging permitted under policy .

• Compensation Mix Signals

  • 2025 plan raises cash retainer (to $40,000) and annual equity value (to $200,000), indicating a modest increase in guaranteed compensation and equity scale to attract/retain directors in a growth phase .
  • 2024 actual director compensation for Patsley skewed toward equity (~77%) supporting pay-for-performance via share price linkage, albeit time-based RSUs rather than performance-conditioned awards .

• Board Effectiveness Context

  • All key committees comprised of independent directors; governance enhancements proposed (declassification and simple-majority vote changes) suggest responsiveness to shareholder feedback and accountability focus .