Sharda Caro del Castillo
About Sharda Caro del Castillo
Independent Class III director at Payoneer since 2023; age 54. Former Chief Legal Officer, Chief Compliance Officer and Corporate Secretary at Affirm (2019–2021), previously General Counsel and CCO of Payments and interim Global Head of Payments at Airbnb (2014–2019), with earlier senior payments legal roles at Square and PayPal. She holds a B.S. from Santa Clara University and a J.D. from Case Western Reserve University School of Law, with deep expertise in global payments regulation and compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affirm, Inc. (NASDAQ: AFRM) | Chief Legal Officer, Chief Compliance Officer & Corporate Secretary | 2019–2021 | Led legal/compliance during scale-up of BNPL; board-ready regulatory lens |
| Airbnb (NASDAQ: ABNB) | General Counsel & Chief Compliance Officer, Payments; interim Global Head of Payments | 2014–2019 (interim 2018–2019) | Built and oversaw regulated global payments platform |
| Square, Inc. (now Block) (NYSE: SQ) | Payments Counsel; Head of Payments Platform | 2012–2014 | Payments architecture and compliance leadership |
| PayPal (NASDAQ: PYPL) | Director, Product & Regulatory Counsel | 2010–2012 | Product/regulatory counsel in global payments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forter | Director | Since 2022 | Private fraud/commerce platform director role |
| GoFundMe | Director | Since 2021 | Private crowdfunding platform director role |
Board Governance
- Independence: The Board has affirmatively determined Ms. Caro del Castillo is independent under Nasdaq standards .
- Committees: Member, Compensation Committee; Member, Risk Committee .
- Chair roles: None (Risk Committee chaired by Rich Williams; Compensation Committee chaired by Amir Goldman) .
- Tenure/class: Class III; term expires at the 2027 annual meeting .
- Attendance: In 2024 the Board met 10 times; each director attended at least 75% of Board and applicable committee meetings; independent directors hold regular executive sessions .
- Governance enhancements underway: Board proposing declassification (annual elections beginning post-2028) and eliminating supermajority vote requirements; intent to move to majority voting in uncontested elections upon approval—signals heightened accountability .
- Stockholder engagement: Outreach in Oct-2024 to holders of ~44% of shares; feedback influenced declassification, supermajority removal, and more performance-based pay .
Fixed Compensation
| Component (Director, 2024) | Amount (USD) | Detail |
|---|---|---|
| Board cash retainer | $30,000 | Standard non-employee director cash retainer |
| Compensation Committee member fee | $7,500 | Member fee (Chair: $15,000) |
| Risk Committee member fee | $5,000 | Member fee (Chair: $10,000) |
| Total cash fees paid (2024) | $42,500 | Matches reported “Fees Earned or Paid in Cash” for Sharda |
| Equity (Director) | Grant Value | Vesting |
|---|---|---|
| Annual RSU award (2024 plan) | $149,998 | Vests in three equal annual installments over 3 years |
| Updated annual RSU award (2025 plan) | $200,000 | One-year vest to next annual meeting; 2025 cash retainer raised to $40,000; Chair to $50,000 |
Performance Compensation
- Directors receive time-based RSUs; no director PSUs or performance metrics are disclosed for directors. 2024 award value $149,998 with 3-year annual vesting; 2025 program shifts to a $200,000 RSU with one-year vesting to next AGM—maintains equity alignment but not performance-conditioned vesting .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks |
|---|---|---|---|
| Forter | Private | Director | None disclosed with Payoneer customers/suppliers; no related-party transactions disclosed for Sharda |
| GoFundMe | Private | Director | None disclosed; no related-party transactions disclosed for Sharda |
No other current public company directorships disclosed for Ms. Caro del Castillo in the proxy .
Expertise & Qualifications
| Competency | Evidence |
|---|---|
| Payments/Fintech | Senior leadership at Affirm, Airbnb Payments, Square, PayPal |
| Regulation & Compliance | CCO roles; payments regulatory oversight |
| Executive Leadership & International Ops | Skills matrix marks executive and international experience |
| Risk oversight (cyber/privacy) | Risk Committee mandate includes ERM, cybersecurity, privacy |
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 35,588 | <1% of outstanding |
| Director RSUs held (as of 12/31/2024) | 62,855 | Outstanding non-employee director RSUs |
| Ownership guidelines (Directors) | 3x annual cash retainer | Compliance within 5 years of coverage/adoption |
| Hedging/Pledging | Prohibited (pledging only with CLO approval) | Anti-hedging and anti-pledging policy applies to directors |
Governance Assessment
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Strengths
- Independent director with deep payments, compliance, and regulatory expertise; sits on Compensation and Risk Committees—highly relevant to Payoneer’s risk and pay oversight .
- Strong equity alignment via annual RSU grants; 2025 program increases equity value and keeps short vesting, enhancing alignment while maintaining director independence (no performance bias) .
- Board-wide governance upgrades (declassification, majority voting after approval, supermajority removal) reflect responsiveness to investor feedback and improved accountability .
- Stockholder-friendly policies: clawback (for execs), anti-hedging/pledging, director ownership guidelines (3x retainer within 5 years) .
-
Watch items
- Attendance disclosure is aggregate (≥75% for all directors); individual attendance percentages not provided—continue to monitor future proxies for individual attendance trends .
- Related-party exposure: none disclosed for Sharda; one historical related-party financing tied to prior Chair’s interests fully repaid—monitor continued absence of any conflicts tied to current directors .
- Director equity is time-based (not performance-based); while standard for governance best practice, it does not include explicit performance hurdles—balanced by overall equity weighting and ownership guidelines .
-
Shareholder alignment signals
- 2024 Say-on-Pay received ~93% support—positive sentiment toward pay practices and oversight by Compensation Committee (of which Sharda is a member) .
- Board and committee activity levels remain robust (Board: 10 meetings; Audit: 7; Compensation: 6; Nominating & Governance: 3; Risk: 4), supporting active oversight cadence .