Rich Williams
About Rich Williams
Rich Williams (age 50) is an independent director of Payoneer Global Inc. since 2021, with deep operating experience across e-commerce, marketing, fintech and corporate governance. He is set to serve as Chair of the Board following his reelection at the June 10, 2025 annual meeting, bringing prior CEO and public board experience to Payoneer’s oversight structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Value Studio, LLC | CEO, Founder | 2020–present | Advisory to PE/VC and portfolio companies |
| Works Capital, LLC | Managing Partner | 2020–present | Early-stage disruptive tech investing |
| Built Technologies (private) | President & Director | Current | Construction/real estate tech operations and governance |
| Alkuri Global Acquisition Corp (NASDAQ: KURI) | CEO & Director | 2020–2021 | SPAC management and public company governance |
| Groupon (NASDAQ: GRPN) | CEO; prior exec roles | CEO 2015–2020; exec 2011–2020 | Led turnaround and marketplace operations |
| Amazon | Global marketing/advertising teams | 2008–2011 | Scaled global marketing tech teams |
| Experian (LSE: EXPN) | Marketing leadership roles | ~7 years prior to Amazon | Data/analytics and financial services market expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Groupon (NASDAQ: GRPN) | Director (prior) | Not specified | Public company board experience |
| Kontoor Brands (NYSE: KTB) | Director (prior) | Not specified | Public company board experience |
| Movo Inc. (private) | Board Member | Current | AI workforce management advisory |
Board Governance
- Board leadership: Appointed Chair of the Board effective June 10, 2025; board size fixed at eight members as of that date .
- Independence: Determined independent under Nasdaq listing standards; all standing committees are composed of independent directors .
- Classification: Rebalanced in 2024 to Class I; reelected in 2025 for term expiring at 2028 annual meeting, with broader plan to declassify board by 2028 .
- Committee assignments: Member, Audit Committee; Chair, Risk Committee .
- Attendance and engagement: Board held 10 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors participated in the 2024 annual meeting .
- Committee activity levels: Audit Committee met 7 times in 2024; Risk Committee met 4 times in 2024 .
Fixed Compensation
| Component | 2024 Plan Terms | 2024 Actual for Williams ($) | 2025 Plan Update |
|---|---|---|---|
| Board annual cash retainer | $30,000 | 50,000 total cash | $40,000 |
| Chair additional cash retainer | $30,000 (if Chair) | — (not Chair in 2024) | $50,000 |
| Audit Committee | $10,000 member; $20,000 Chair | Implied member fee | Unchanged |
| Compensation Committee | $7,500 member; $15,000 Chair | — | Unchanged |
| Nominating & Governance | $5,000 member; $10,000 Chair | — | Unchanged |
| Risk Committee | $5,000 member; $10,000 Chair | Implied Chair fee | Unchanged |
| Fees earned (cash) | — | 50,000 | — |
Notes: Williams’ 2024 cash appears consistent with $30,000 board retainer + $10,000 Audit member + $10,000 Risk Chair = $50,000 .
Performance Compensation
| Equity Vehicle | Grant Value | Grant Date/Timing | Vesting | 2024 Actual ($) | 2025 Plan Update |
|---|---|---|---|---|---|
| Annual RSU grant | $150,000 | Annual | Equal annual installments over 3 years | 149,998 | $200,000; vests on earlier of 12 months or next AGM |
| Initial RSU grant (new directors) | $300,000 | Upon joining | Equal annual installments over 3 years | N/A (incumbent) | Continues (prorated if between meetings) |
Additional equity specifics:
- Outstanding RSUs held by Williams as of Dec 31, 2024: 48,889 (time-based vesting, annual tranches) .
- 2024 director equity award reported as $149,998; 2025 annual director award increased to $200,000 with revised vesting cadence .
Other Directorships & Interlocks
| Company | Type | Relationship to PAYO |
|---|---|---|
| Groupon (GRPN); Kontoor Brands (KTB) | Prior public boards | No disclosed related-party transactions with PAYO |
| Built Technologies; Movo Inc. | Private boards/roles | No disclosed related-party transactions with PAYO |
- Related-party controls: PAYO maintains a formal Related Party Transaction policy with Audit Committee review of any transactions >$120,000 involving directors, officers, ≥5% holders, or their immediate family/affiliates . No specific related-party transactions are disclosed for Williams in the proxy .
Expertise & Qualifications
- Skills matrix shows Williams with executive leadership, international operations, payments/fintech, software/SaaS, marketing, regulation/compliance, M&A, and public company board experience .
- Biography highlights CEO tenure at Groupon, SPAC leadership, and senior roles at Amazon and Experian, supporting marketing, marketplace, and data/financial services expertise .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (Feb 28, 2025) | 126,450 shares; <1% of outstanding | |
| Directors’ RSUs held (Dec 31, 2024) | 48,889 RSUs | |
| Post‑transaction ownership (Form 4, 2024-05-30) | 175,339 shares | |
| Post‑transaction ownership (Form 4, 2025-06-16) | 204,493 shares | |
| Anti‑hedging/pledging | Hedging prohibited; pledging prohibited except limited CLO-approved circumstances | |
| Director stock ownership guideline | 3× annual cash retainer; 5 years to comply (directors) |
Insider Trades (Form 4):
| Filing Date | Transaction Date | Type | Shares Awarded | Price | Post‑Txn Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2025-06-17 | 2025-06-16 | Award (A) | 29,154 | $0.00 | 204,493 | |
| 2024-06-03 | 2024-05-30 | Award (A) | 24,793 | $0.00 | 175,339 |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 50,000 | 149,998 | — | 199,998 |
- 2024 plan fee structure: Board $30k; Chair +$30k; Audit $10k member/$20k chair; Compensation $7.5k member/$15k chair; Nominating $5k member/$10k chair; Risk $5k member/$10k chair .
- 2025 plan updates: Board retainer increased to $40k; Chair retainer increased to $50k; annual RSU award $200k with revised vesting timing; prorated awards for mid‑term appointments .
Performance Compensation (Director)
- Directors receive time‑based RSUs (no PSU or performance metrics), vesting typically over three years (equal annual installments) under the 2024 plan; 2025 plan uses single‑year vest aligned to next annual meeting or 12 months, whichever earlier .
- No options are part of the director compensation plan; RSUs are primary equity vehicle for non‑employee directors .
Board Governance Details
| Attribute | Detail |
|---|---|
| Committees | Audit (member); Risk (Chair) |
| Independence | Independent under Nasdaq standards |
| Board Chair | Appointed Chair effective June 10, 2025 |
| Attendance | ≥75% of board and committee meetings in 2024; all directors attended 2024 AGM |
| Committee cadence | Audit met 7x; Risk met 4x in 2024 |
| Executive sessions | Independent director sessions held as part of most regular meetings |
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 say‑on‑pay advisory vote: 222,628,465 For; 17,609,302 Against; 123,224 Abstain; broker non‑votes 54,546,059 .
- Board/Comp Committee state they consider stockholder feedback on future compensation arrangements .
Governance Assessment
-
Strengths:
- Independent director with broad operating and public board experience; now Board Chair separating governance from CEO role, supporting objective oversight .
- Active committee engagement (Audit member; Risk Chair) with robust meeting cadence; board and committees entirely independent .
- Director equity is time‑based RSUs, improving alignment; stock ownership guidelines (3× cash retainer) and anti‑hedging/anti‑pledging policy enhance investor alignment .
- Attendance at or above expectations in 2024, signaling engagement .
-
Watch items:
- Multiple concurrent private roles (Value Studio, Works Capital, Built Technologies) require ongoing monitoring for potential related‑party transactions; none disclosed in 2025 proxy, and policy mandates Audit Committee review of any such transactions .
- As Board Chair, continued independence and avoidance of conflicts through strict adherence to insider trading and related‑party policies remains important .
-
Red flags:
- No pledging or hedging permitted; no late filings reported for Williams; no disclosed related‑party transactions for Williams in 2024/2025 proxy. No repricing/modification of director equity awards disclosed .
Overall, Williams’ committee leadership, independence, equity alignment, and attendance support board effectiveness; ongoing disclosure and adherence to related‑party and anti‑hedging policies mitigate conflict risks.