Tsafi Goldman
About Tsafi Goldman
Tsafi Goldman, age 59, is Payoneer’s Chief Legal & Governance Officer and Corporate Secretary; she joined Payoneer in 2015 and has led legal, regulatory, Enterprise Risk Management since 2023, and Organizational Resiliency and Global Entities & Licensing Office more recently . She holds an LLB from Tel Aviv University and previously practiced corporate and payments regulation law, including as a partner at CBLS Law Offices in Tel Aviv . Under management’s tenure, 2024 performance included revenue up 18% to $978 million, Adjusted EBITDA up over 30% to $270.6 million, net income of $121.2 million, and a 93% total shareholder return in 2024, with volume up 21% to $80 billion . Executive compensation design for 2024 linked 50% bonus funding to revenue, 40% to Adjusted EBITDA, and 10% discretionary, aligning incentives with growth and profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Payoneer | Legal leadership, progressing to Chief Legal & Regulatory Officer, later CL&G Officer | 2015–present | Built global legal and regulatory function; expanded to ERM and resiliency, supporting growth and governance |
| CBLS Law Offices (Tel Aviv) | Partner | 2004–2014 | Led commercial and corporate legal work for high‑growth tech; Payoneer was a client, enabling continuity of expertise |
| Israel Chemicals (ICL) | In‑house legal roles | 1996–1998 | Corporate legal work in industrial conglomerate |
| ECI Telecom | In‑house legal roles | 1996–1998 | Legal support in communications technology |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $360,000 | $400,000 | $425,000 |
| Target Bonus (% of Base) | 50% (per employment agreement) | 75% (program level) | 75% |
| 2024 Annual Bonus (Detail) | Target ($) | Company Pool Funding (%) | Committee Adjustment | Actual Paid ($) | Actual vs Target (%) |
|---|---|---|---|---|---|
| Tsafi Goldman | $318,750 | 117% (Revenue 111%, Adj. EBITDA 145%, Discretion 0%) | Upward adjustment for strong performance/critical initiatives | $400,000 | ~125% |
Performance Compensation
| Annual Bonus Funding Metrics (FY 2024) | Weight | Target | Actual/Attainment | Funding Outcome |
|---|---|---|---|---|
| Revenue | 50% | $884M (min $707M; max $937M) | 111% of target (company) | Capped contribution within 130% cap |
| Adjusted EBITDA | 40% | $186M (min $149M; max $214M) | 145% of target (company) | Capped contribution within 130% cap |
| Discretionary | 10% | Max pool $3.9M | 0% funded | 0% |
| Total Pool | — | — | — | ~117% aggregate funding |
| 2025 PSU Program (Senior Executives incl. NEOs) | Metric | Weighting/Mechanics | Performance Period | Payout Range | Vesting After Certification |
|---|---|---|---|---|---|
| PSUs introduced (Feb 2025) | Revenue & Adjusted EBITDA | Company‑level performance goals | 1‑year | 0%–200% of target PSUs | Convert to RSUs; 25% on later of certification or 1‑yr from grant, remaining 75% vests quarterly over 3 years |
Equity Ownership & Alignment
| Ownership and Alignment | Detail |
|---|---|
| Total beneficial ownership | 571,375 shares; less than 1% of outstanding (362,593,475 shares o/s as of 2/28/2025) |
| Stock ownership guidelines | Executives required to hold 1× base salary; compliance within 5 years of adoption or becoming covered |
| Hedging/pledging | Hedging prohibited; pledging prohibited unless approved by Chief Legal Officer in limited circumstances |
| Clawback | Compensation Recoupment Policy aligned with SEC Section 10D and Nasdaq 5608; filed as Exhibit 97 to 10‑K |
| Outstanding Equity (12/31/2024) | Grant Date | Type | Shares/Units | Exercise Price | Expiration | Vesting Schedule / Notes |
|---|---|---|---|---|---|---|
| 2024 annual grant | 2/13/2024 | RSUs | 300,000 | — | — | 25% at 1st anniversary; remaining 75% in 12 equal quarterly installments over 3 years, service‑based |
| 2023 performance‑conditioned RSUs | 2/14/2023 | RSUs | 281,250 (unvested at 12/31/2024) | — | — | Time‑based plus stock‑price hurdles at $10/$15/$20 (200k each), 20/30 trading days; 200k vested in 2024 upon conditions met |
| 2022 RSUs | 2/22/2022 | RSUs | 62,500 (unvested at 12/31/2024) | — | — | Standard 25%/quarterly vest with continued service |
| 2021 RSUs (price‑performance) | 9/9/2021 | RSUs | 15,000 (subject to $17 price hurdle) | — | — | Vests if stock ≥$17 for 20 of 30 trading days within 60 months post‑6/25/2021, plus service |
| Options (selected tranches) | 2/13/2019 | Options | 131,600 (exercisable/unexercisable mix shown) | $2.90 | 2/13/2029 | 25% year‑1, remaining quarterly over 3 years (standard) |
| Options (selected tranches) | 3/19/2020 | Options | 75,200; 42,300 (two lines, differing strike incl. $0.01) | $2.74; $0.01 | 3/19/2030 | Standard service‑based vesting |
| Options (selected tranches) | 2/5/2021 | Options | 70,500 (exercisable) & 4,700 (unexercisable) | $7.87 | 2/3/2031 | Standard service‑based vesting |
| 2024 Realizations | Shares/Units | Value Realized |
|---|---|---|
| RSUs vested (2024) | 296,950 | $1,937,703 |
| Options exercised (2024) | 227,255 | $2,125,321 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Amended & restated 10/9/2021, title Chief Legal & Regulatory Officer (updated title CL&G Officer) |
| Initial compensation under agreement | Base salary $360,000; target annual bonus 50% of base; relocation benefits |
| Notice requirement | 180 days’ notice for resignation |
| Severance (termination without cause) | Salary continuation and continued vesting of outstanding equity for 180 days post‑notice |
| Change‑in‑control treatment | Estimated totals equal to non‑CIC scenario (no incremental acceleration disclosed); total estimated $2,124,680 including $212,500 cash, $1,900,731 equity continuation/acceleration as applicable, $11,449 health benefits |
| Anti‑hedging/pledging | Hedging prohibited; pledging prohibited unless CLO approval in limited cases |
| Clawback | Compensation Recoupment Policy (SEC 10D, Nasdaq 5608) |
Compensation Structure Analysis
- Equity mix shifted toward RSUs (time‑based) for NEOs in 2024; PSUs introduced in 2025 to increase performance‑based equity and align with stockholder feedback seeking greater PSU proportion .
- 2024 pay‑for‑performance linkage is robust: bonus pool funded at ~117% on strong revenue and Adjusted EBITDA outperformance; Goldman’s bonus paid at ~125% of target for individual leadership of critical initiatives .
- No excise tax gross‑ups, hedging/pledging is restricted, and stock ownership guidelines adopted (1× salary for executives), supporting alignment with shareholders .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval was ~93%, with investors supportive of compensation philosophy; feedback led to introduction of PSUs in 2025 and governance enhancements (declassification proposal, elimination of supermajorities) .
Equity Ownership & Alignment (Quantitative)
| Metric | Amount |
|---|---|
| Shares beneficially owned | 571,375; <1% of outstanding as of 2/28/2025 |
| Stock ownership guideline | 1× salary requirement within 5 years |
| Anti‑hedging/pledging | Prohibited, with limited pledge approvals |
Performance & Track Record (Company context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($K) | $831,103 | $977,716 |
| Net Income ($K) | $93,333 | $121,163 |
| Adjusted EBITDA ($K) | $205,100 (disclosed in narrative) | $270,600 (up >30%) |
| Total Shareholder Return (cumulative since listing) ($) | $49.15 (2023) | $94.72 (2024) |
| 2024 TSR (annual) | 93% | — |
Compensation Peers and Governance
- Peer group used for benchmarking includes fintech and software names (e.g., Flywire, Shift4, Marqeta, Remitly); Compensia advises the Compensation Committee, with no fixed percentile targets and qualitative adjustments for role scope and retention .
- Executive compensation practices emphasize pay‑for‑performance, independent committee oversight, ownership guidelines, and a clawback policy; no hedging/pledging, no excessive perquisites, and no excise tax gross‑ups .
Investment Implications
- Alignment: Goldman’s pay structure ties significant value to company performance via bonus metrics and multi‑year equity with vesting, plus new PSUs in 2025 tied to Revenue and Adjusted EBITDA—supporting retention and shareholder alignment .
- Selling pressure: 2024 saw option exercises (227,255 shares; $2.13M value) and RSU vesting (296,950 shares; $1.94M value), indicating potential liquidity events; monitor Form 4s for ongoing activity and any pledge approvals (policy restricts pledging) .
- Retention risk: Severance terms for Goldman are modest (180 days salary and vesting), with no disclosed incremental CIC acceleration beyond continuation—less costly in change‑of‑control and potentially less retention leverage vs peers with richer CIC protections .
- Governance: High say‑on‑pay support and addition of PSUs; anti‑hedging/pledging and ownership guidelines reduce misalignment risk; continued strong operating metrics in 2024 underpin incentive payouts and talent retention .