Susanna Morgan
About Susanna Morgan
Independent director at Payoneer Global Inc. (PAYO), age 55, serving since 2023; Chair of the Audit Committee and member of the Risk Committee. Former CFO of Remitly (NASDAQ: RELY) with prior senior finance roles at Apptio, Concur, Vertafore, Charles Schwab, and Oracle. Education: MBA, Harvard Business School; MA in International Policy Studies, Stanford; BA with Honors in Quantitative Economics, Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Remitly Global Inc. (NASDAQ: RELY) | Chief Financial Officer | 2018–2022 | Led public-company finance and growth in remittances; public markets CFO experience |
| Apptio (acquired by IBM) | SVP, Finance & Investor Relations | 2015–2018 | Enterprise SaaS finance leadership |
| Concur (acquired by SAP) | SVP & Global Head of FP&A | 2013–2015 | Global FP&A leadership in SaaS travel expense |
| Vertafore; Charles Schwab; Oracle | Corporate Development leadership roles | Not disclosed | Strategy, M&A, and corporate development in software/financial services |
| Strategy Consulting | Consultant (early career) | Not disclosed | Foundational analytical and strategic skills |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mixpanel (private) | Board Director | Not disclosed | Product analytics governance; private company board experience |
| Agate Advisors LLC (private) | CEO/Founder | 2024–present | Strategic consulting for tech companies, investors, finance execs |
Board Governance
- Independence: Board determined Morgan is independent under Nasdaq standards; no family relationships with executive officers .
- Committees: Audit Committee Chair; Risk Committee member. Audit Committee met 7 times in 2024; Risk Committee met 4 times in 2024 .
- Attendance: In 2024, the Board held 10 meetings; each director attended 75%+ of aggregate Board and committee meetings; all directors participated in the 2024 annual meeting. Independent directors typically hold executive sessions at most meetings .
- Board structure: Classified board (in process of declassification pending shareholder vote). All standing committees are fully independent .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board retainer (member) | $30,000 | 2024 plan rate |
| Audit Committee Chair fee | $20,000 | 2024 plan rate |
| Risk Committee member fee | $5,000 | 2024 plan rate |
| Total Cash Earned (2024) | $55,000 | Cash retainers were paid to a third-party entity |
Performance Compensation
| Grant Type | Grant Date Value (USD) | Vesting | Notes |
|---|---|---|---|
| Annual RSUs (2024) | $149,998 | Equal annual installments over 3 years | Director stock grant under 2024 Non-Employee Director Compensation Plan |
| Annual RSUs (2025 plan) | $200,000 | Vests on earlier of 12 months or next annual meeting | Updated 2025 director plan; annual board retainer increased to $40,000; Chair retainer to $50,000 |
Other Directorships & Interlocks
- Current public company boards: None disclosed in PAYO proxy .
- Private boards: Mixpanel (private) .
- Network observations: Prior CFO role at Remitly (consumer remittances) creates sector expertise overlap with PAYO’s cross-border payments but no current disclosed related-party transactions involving Morgan .
Expertise & Qualifications
- Designated “audit committee financial expert” (Item 407(d)(5)(ii)) alongside Pamela Patsley .
- Skills: Executive leadership, international operations, payments/fintech, SaaS/software, regulation/compliance, M&A; public company board experience .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Shares beneficially owned | 24,097 | As of Feb 28, 2025; less than 1% of outstanding shares |
| RSUs held (director grants) | 72,985 | As of Dec 31, 2024 |
| Ownership guideline | 3x annual cash retainer | Compliance required within 5 years for directors |
| Hedging/pledging policy | Prohibited unless approved in limited circumstances | Insider Trading Policy; company-wide |
Insider Trades
| Date | Type | Shares | Price | Plan | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 06/02/2025 | Sale (S) | 16,180 | $6.7722 (weighted avg.; range $6.67–$6.83) | 10b5-1 plan adopted 11/13/2024 | 80,902 | |
| 06/17/2025 | Filing | Form 4 filed | Not disclosed | 10b5-1 plan checkbox indicated | Not disclosed |
Note: Beneficial ownership in PAYO proxy (24,097 shares as of 02/28/2025) differs from post-sale holdings disclosed around June 2025; timing differences and subsequent vesting/sales explain variance .
Governance Assessment
-
Strengths
- Audit Committee Chair with “financial expert” designation; committee oversaw internal controls, auditor independence, and met 7 times in 2024—elevates rigor around financial reporting .
- Independent director with broad fintech/SaaS CFO experience; contributes to risk oversight as Risk Committee member (4 meetings in 2024) covering ERM, cyber, privacy/data protection .
- Board-level shareholder-rights enhancements underway: proposals to declassify the board and eliminate supermajority voting; reflects responsiveness to investor feedback and governance maturation .
- Stock ownership guidelines (3x retainer) and anti-hedging/anti-pledging policy promote alignment and discipline .
-
Watch items
- Cash retainers paid to a third-party entity for Morgan (and Goldman) should be monitored for transparency and potential related-party considerations (entity not identified in proxy) .
- Insider sales under 10b5-1 plan in June 2025 are routine but can be perceived negatively amid stock volatility; context shows plan adoption and limited size; continue monitoring for patterns or opportunistic timing .
-
Attendance/engagement
- Board held 10 meetings in 2024; all directors met the 75%+ attendance threshold and participated in the annual meeting; independent sessions are typical—indicates active engagement .
Appendix: Committee Charters and Roles (summarized)
- Audit Committee (Chair: Susanna Morgan): integrity of financial statements/internal controls; auditor oversight; internal audit; compliance; SEC-required audit report .
- Risk Committee (Members: Morgan, Caro del Castillo, Williams; Chair: Williams): ERM, cyber/data integrity, privacy/data protection, risk reporting to board .
Related-Party Transactions and Policies
- Company policy requires Audit Committee/Board review and approval of related-party transactions >$120,000; defines related persons and oversight mechanisms. Proxy notes none beyond disclosed items; directors must disclose potential conflicts .
Director Compensation Plan (context)
- 2024: Annual board retainer $30,000; Chair +$30,000; committee retainers: Audit $10,000 ($20,000 Chair), Compensation $7,500 ($15,000 Chair), Nominating & Governance $5,000 ($10,000 Chair), Risk $5,000 ($10,000 Chair); initial RSUs $300,000 at onboarding; annual RSUs $150,000 vest over 3 years .
- 2025 update: Board retainer $40,000; Chair $50,000; annual RSUs $200,000 vest by next annual meeting or 12 months .
Director RSU Holdings (as of 12/31/2024)
| Director | RSUs Held |
|---|---|
| Susanna Morgan | 72,985 |
Board Declassification and Voting Standard Changes (context)
- Proposal to phase out classified board (annual elections) and eliminate supermajority requirements; bylaw changes contingent on shareholder approval; vote thresholds detailed in proxy .
RED FLAGS
- None explicitly disclosed for Morgan (no related-party transactions listed; independence affirmed). Monitor the third-party payment of cash retainers for any evolving conflicts and the cadence of insider sales under 10b5-1 plans .