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Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance Disclosure
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the executive compensation actually paid to our named executive officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how we align executive compensation with our performance, please refer to the “Compensation Discussion and Analysis.”
2023 Pay Versus Performance Table
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Value of Initial Fixed $100
Investment Based On:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Year*
​ ​ ​ Summary
Compensation
Table Total
for PEO 1(1) 		​ ​ ​ Summary
Compensation
Table Total
for PEO 2(1) 		​ ​ ​ Compensation
Actually Paid
to PEO 1(2) 		​ ​ ​ Compensation
Actually Paid
to PEO 2(2) 		​ ​ ​ Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers(3) 		​ ​ ​ Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers(4) 		​ ​ ​ Total
Shareholder
Return(5) 		​ ​ ​ Peer Group
Total
Shareholder
Return(6) 		​ ​ ​ Net Income
(Loss)
(K)(7) 		​ ​ ​ Company-
Selected
Measure-
Revenue
(K)(8) 		​
​
(a)
​ ​ ​
(b)
​ ​ ​
(b)
​ ​ ​
(c)
​ ​ ​
(c)
​ ​ ​
(d)
​ ​ ​
(e)
​ ​ ​
(f)
​ ​ ​
(g)
​ ​ ​
(h)
​ ​ ​
(i)
​
​ 2023 ​ ​ ​ ​ $ 963,200 ​ ​ ​ ​ ​ $ 950,000 ​ ​ ​ ​ ​ $ 824,130 ​ ​ ​ ​ ​ $ (1,593,011) ​ ​ ​ ​ ​ $ 4,407,262 ​ ​ ​ ​ ​ $ 4,002,762 ​ ​ ​ ​ ​ $ 49.15 ​ ​ ​ ​ ​ $ 100.99 ​ ​ ​ ​ ​ $ 93,333 ​ ​ ​ ​ ​ $ 831,103 ​ ​
​ 2022 ​ ​ ​ ​ $ 3,059,800 ​ ​ ​ ​ ​ $ 15,123,520 ​ ​ ​ ​ ​ $ 425,188 ​ ​ ​ ​ ​ $ 23,415,602 ​ ​ ​ ​ ​ $ 6,676,879 ​ ​ ​ ​ ​ $ 4,505,392 ​ ​ ​ ​ ​ $ 51.60 ​ ​ ​ ​ ​ $ 83.15 ​ ​ ​ ​ ​ $ (11,970) ​ ​ ​ ​ ​ $ 627,623 ​ ​
​ 2021 ​ ​ ​ ​ $ 5,158,310 ​ ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ $ 25,803,130 ​ ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ $ 7,106,937 ​ ​ ​ ​ ​ $ 5,320,229 ​ ​ ​ ​ ​ $ 69.34 ​ ​ ​ ​ ​ $ 107.40 ​ ​ ​ ​ ​ $ (33,987) ​ ​ ​ ​ ​ $ 473,403 ​ ​
* The Company became a publicly listed company on June 28, 2021, and therefore the covered fiscal years reflected in this section are 2021, 2022 and 2023. For clarification, John Caplan became our sole Chief Executive Officer on March 1, 2023 after joining the Company as Co-Chief Executive Officer on May 25, 2022, and therefore the principal executive officer (“PEO”) information related to Mr. Caplan is reflected in 2022 and 2023 only. Scott Galit was Co-Chief Executive Officer during January and February 2023 and therefore the PEO information reflects his compensation as well.
(1) The dollar amounts reported in column (b) represent the amount of total compensation reported for each of Messrs. Galit (PEO 1) and Caplan (PEO 2) for each covered fiscal year in the “Total” column of the Summary Compensation Table.
(2) The dollar amounts reported in column (c) represent the amount of “executive compensation actually paid” to each of Messrs. Galit and Caplan, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. For clarification, Mr. Caplan joined the Company on May 25, 2022. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Galit and Caplan during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Galit’s and Caplan’s total compensation for 2023 to determine the executive compensation actually paid. The adjustments made for Messrs. Galit’s and Caplan’s total compensation in 2022 and 2021 are available in our definitive proxy statement filed with the SEC on April 18, 2023.
​
Year
​ ​ ​ Reported
Summary
Compensation
Table Total
for PEO 1 		​ ​ ​ Reported
Value of
Equity Awards(a) 		​ ​ ​ Equity
Award
Adjustments(b) 		​ ​ ​ Pension
Additions to
SCT Total 		​ ​ ​ Compensation
Actually Paid
to PEO 1 		​
​ 2023 ​ ​ ​ ​ $ 963,200 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (139,070) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ 824,130 ​ ​
​
Year
​ ​ ​ Reported
Summary
Compensation
Table Total
for PEO 2 		​ ​ ​ Reported
Value of
Equity Awards(a) 		​ ​ ​ Equity
Award
Adjustments(b) 		​ ​ ​ Pension
Additions to
SCT Total 		​ ​ ​ Compensation
Actually Paid
to PEO 2 		​
​ 2023 ​ ​ ​ ​ $ 950,000 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (2,543,011) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (1,593,011) ​ ​
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year.
(b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered
fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for equity awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate the fair values of the stock options held by Messrs. Galit and Caplan that vested during or were outstanding as of the end of each covered fiscal year, as applicable, differed from those valuation assumptions disclosed at the time of grant in the following respects: the expected term assumptions varied from 3 years to 6 years and the stock price volatility assumptions varied from 47% to 51% depending on the specific stock option the fair value of which was being recalculated. The valuation assumptions used to calculate the fair values of the restricted stock unit (“RSU”) awards and performance-vesting restricted stock unit (“PSU”) awards held by Messrs. Galit and Caplan that were earned and/or vested during or were outstanding as of the end of each covered fiscal year, as applicable, (including the probable outcome of any such awards subject to performance conditions) changed from those disclosed at the time of grant due to the change in the Company’s share price. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year
​ ​ ​ Year End
Fair Value
of Equity
Awards for
PEO 1 		​ ​ ​ Year over Year
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards 		​ ​ ​ Fair Value as
of Vesting
Date of
Equity Awards
Granted
and Vested
in Year 		​ ​ ​ Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in Year 		​ ​ ​ Fair Value
at End of
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in Year 		​ ​ ​ Value of
Dividends
or other
Earnings Paid
on Stock or
Option Awards
not Otherwise
Reflected
in Fair Value
or Total
Compensation 		​ ​ ​ Total
Equity
Award
Adjustments
for PEO 1 		​
​ 2023 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (223,402) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ 89,132 ​ ​ ​ ​ ​ ​ (4,800) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (139,070) ​ ​
​
Year
​ ​ ​ Year End
Fair Value
of Equity
Awards for
PEO 2 		​ ​ ​ Year over Year
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards 		​ ​ ​ Fair Value as
of Vesting
Date of
Equity Awards
Granted
and Vested
in Year 		​ ​ ​ Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in Year 		​ ​ ​ Fair Value
at End of
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in Year 		​ ​ ​ Value of
Dividends
or other
Earnings Paid
on Stock or
Option Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation 		​ ​ ​ Total
Equity
Award
Adjustments
for PEO 2 		​
​ 2023 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (1,749,415) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (793,596) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (2,543,011) ​ ​
(3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding Messrs. Galit and Caplan) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each such fiscal year. The names of each NEO (excluding Messrs. Galit and Caplan) included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows: (i) for 2023, Michael Levine, our former Chief Financial Officer, Bea Ordonez, our Chief Financial Officer, Arnon Kraft, our Chief Operating Officer, Tsafi Goldman, our Chief Legal & Regulatory Officer, and Keren Levy, our former President; (ii) for 2022, Michael Levine, our former Chief Financial Officer, Arnon Kraft, our Chief Operating Officer, Assaf Ronen, our former Chief Platform Officer, and Tsafi Goldman, our Chief Legal & Regulatory Officer; (iii) for 2021, Arnon Kraft, our Chief Operating Officer, and Robert Clarkson, our former Chief Revenue Officer. The adjustments made to the average of the amounts of total compensation reported for our NEOs as a group (excluding Messrs. Galit and Caplan) in 2022 and 2021 are available in our definitive proxy statement filed with the SEC on April 18, 2023.
(4) The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our NEOs as a group (excluding Messrs. Galit and Caplan), as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our NEOs as a group (excluding Messrs. Galit and Caplan) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each fiscal year to determine the executive compensation actually paid, using the same methodology described above in Note 2(b):
​
Year
​ ​ ​ Average Reported
Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers 		​ ​ ​ Average Reported
Value of
Equity Awards 		​ ​ ​ Equity Award
Adjustments(a) 		​ ​ ​ Pension Additions
to SCT Total 		​ ​ ​ Average
Compensation
Actually Paid to
Non-PEO Named
Executive Officers 		​
​ 2023 ​ ​ ​ ​ $ 4,407,262 ​ ​ ​ ​ ​ $ 3,458,900 ​ ​ ​ ​ ​ $ 3,054,400 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ 4,002,762 ​ ​
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
Year
​ ​ ​ Average
Year End
Fair Value
of Equity
Awards 		​ ​ ​ Year over Year
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards 		​ ​ ​ Average
Fair Value
as of
Vesting Date
of Equity
Awards
Granted
and Vested
in Year 		​ ​ ​ Year over Year
Average
Change in
Fair Value of
Equity Awards
Granted in
Prior Years
that Vested
in the Year 		​ ​ ​ Average
Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year 		​ ​ ​ Average Value
of Dividends
or other
Earnings Paid
on Stock or
Option Awards
not Otherwise
Reflected
in Fair Value 		​ ​ ​ Total Average
Equity Award
Adjustments 		​
​ 2023 ​ ​ ​ ​ $ 3,134,059 ​ ​ ​ ​ ​ $ (74,517) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (5,143) ​ ​ ​ ​ ​ $ (4,800) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ 3,054,400 ​ ​
(5) Cumulative TSR is calculated by dividing our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period and assumes $100 were invested for the period. The Company became a publicly listed company on June 28, 2021, and therefore the beginning of the measurement period for 2021 reflects such date.
(6) Represents the cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the S&P 600 Information Technology Index.
(7) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year.
(8) U.S. dollars in thousands. While we use additional performance measures for the purpose of evaluating performance for our executive compensation, we have determined that revenue is the financial performance measure that, in our assessment, represents the most important performance measure used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. Accordingly, the dollar amounts reported represent the amount of revenue reflected in our audited financial statements for each covered fiscal year.
   
Company Selected Measure Name Revenue    
Named Executive Officers, Footnote
(1) The dollar amounts reported in column (b) represent the amount of total compensation reported for each of Messrs. Galit (PEO 1) and Caplan (PEO 2) for each covered fiscal year in the “Total” column of the Summary Compensation Table.
(3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding Messrs. Galit and Caplan) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each such fiscal year. The names of each NEO (excluding Messrs. Galit and Caplan) included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows: (i) for 2023, Michael Levine, our former Chief Financial Officer, Bea Ordonez, our Chief Financial Officer, Arnon Kraft, our Chief Operating Officer, Tsafi Goldman, our Chief Legal & Regulatory Officer, and Keren Levy, our former President; (ii) for 2022, Michael Levine, our former Chief Financial Officer, Arnon Kraft, our Chief Operating Officer, Assaf Ronen, our former Chief Platform Officer, and Tsafi Goldman, our Chief Legal & Regulatory Officer; (iii) for 2021, Arnon Kraft, our Chief Operating Officer, and Robert Clarkson, our former Chief Revenue Officer. The adjustments made to the average of the amounts of total compensation reported for our NEOs as a group (excluding Messrs. Galit and Caplan) in 2022 and 2021 are available in our definitive proxy statement filed with the SEC on April 18, 2023.
   
Peer Group Issuers, Footnote
(5) Cumulative TSR is calculated by dividing our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period and assumes $100 were invested for the period. The Company became a publicly listed company on June 28, 2021, and therefore the beginning of the measurement period for 2021 reflects such date.
(6) Represents the cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the S&P 600 Information Technology Index.
   
Adjustment To PEO Compensation, Footnote
(2) The dollar amounts reported in column (c) represent the amount of “executive compensation actually paid” to each of Messrs. Galit and Caplan, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. For clarification, Mr. Caplan joined the Company on May 25, 2022. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Galit and Caplan during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Galit’s and Caplan’s total compensation for 2023 to determine the executive compensation actually paid. The adjustments made for Messrs. Galit’s and Caplan’s total compensation in 2022 and 2021 are available in our definitive proxy statement filed with the SEC on April 18, 2023.
​
Year
​ ​ ​ Reported
Summary
Compensation
Table Total
for PEO 1 		​ ​ ​ Reported
Value of
Equity Awards(a) 		​ ​ ​ Equity
Award
Adjustments(b) 		​ ​ ​ Pension
Additions to
SCT Total 		​ ​ ​ Compensation
Actually Paid
to PEO 1 		​
​ 2023 ​ ​ ​ ​ $ 963,200 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (139,070) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ 824,130 ​ ​
​
Year
​ ​ ​ Reported
Summary
Compensation
Table Total
for PEO 2 		​ ​ ​ Reported
Value of
Equity Awards(a) 		​ ​ ​ Equity
Award
Adjustments(b) 		​ ​ ​ Pension
Additions to
SCT Total 		​ ​ ​ Compensation
Actually Paid
to PEO 2 		​
​ 2023 ​ ​ ​ ​ $ 950,000 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (2,543,011) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (1,593,011) ​ ​
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year.
(b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered
fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for equity awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate the fair values of the stock options held by Messrs. Galit and Caplan that vested during or were outstanding as of the end of each covered fiscal year, as applicable, differed from those valuation assumptions disclosed at the time of grant in the following respects: the expected term assumptions varied from 3 years to 6 years and the stock price volatility assumptions varied from 47% to 51% depending on the specific stock option the fair value of which was being recalculated. The valuation assumptions used to calculate the fair values of the restricted stock unit (“RSU”) awards and performance-vesting restricted stock unit (“PSU”) awards held by Messrs. Galit and Caplan that were earned and/or vested during or were outstanding as of the end of each covered fiscal year, as applicable, (including the probable outcome of any such awards subject to performance conditions) changed from those disclosed at the time of grant due to the change in the Company’s share price. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year
​ ​ ​ Year End
Fair Value
of Equity
Awards for
PEO 1 		​ ​ ​ Year over Year
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards 		​ ​ ​ Fair Value as
of Vesting
Date of
Equity Awards
Granted
and Vested
in Year 		​ ​ ​ Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in Year 		​ ​ ​ Fair Value
at End of
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in Year 		​ ​ ​ Value of
Dividends
or other
Earnings Paid
on Stock or
Option Awards
not Otherwise
Reflected
in Fair Value
or Total
Compensation 		​ ​ ​ Total
Equity
Award
Adjustments
for PEO 1 		​
​ 2023 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (223,402) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ 89,132 ​ ​ ​ ​ ​ ​ (4,800) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (139,070) ​ ​
​
Year
​ ​ ​ Year End
Fair Value
of Equity
Awards for
PEO 2 		​ ​ ​ Year over Year
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards 		​ ​ ​ Fair Value as
of Vesting
Date of
Equity Awards
Granted
and Vested
in Year 		​ ​ ​ Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in Year 		​ ​ ​ Fair Value
at End of
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in Year 		​ ​ ​ Value of
Dividends
or other
Earnings Paid
on Stock or
Option Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation 		​ ​ ​ Total
Equity
Award
Adjustments
for PEO 2 		​
​ 2023 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (1,749,415) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (793,596) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (2,543,011) ​ ​
(3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding Messrs. Galit and Caplan) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each such fiscal year. The names of each NEO (excluding Messrs. Galit and Caplan) included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows: (i) for 2023, Michael Levine, our former Chief Financial Officer, Bea Ordonez, our Chief Financial Officer, Arnon Kraft, our Chief Operating Officer, Tsafi Goldman, our Chief Legal & Regulatory Officer, and Keren Levy, our former President; (ii) for 2022, Michael Levine, our former Chief Financial Officer, Arnon Kraft, our Chief Operating Officer, Assaf Ronen, our former Chief Platform Officer, and Tsafi Goldman, our Chief Legal & Regulatory Officer; (iii) for 2021, Arnon Kraft, our Chief Operating Officer, and Robert Clarkson, our former Chief Revenue Officer. The adjustments made to the average of the amounts of total compensation reported for our NEOs as a group (excluding Messrs. Galit and Caplan) in 2022 and 2021 are available in our definitive proxy statement filed with the SEC on April 18, 2023.
   
Non-PEO NEO Average Total Compensation Amount $ 4,407,262 $ 6,676,879 $ 7,106,937
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,002,762 4,505,392 5,320,229
Adjustment to Non-PEO NEO Compensation Footnote
(4) The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our NEOs as a group (excluding Messrs. Galit and Caplan), as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our NEOs as a group (excluding Messrs. Galit and Caplan) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each fiscal year to determine the executive compensation actually paid, using the same methodology described above in Note 2(b):
​
Year
​ ​ ​ Average Reported
Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers 		​ ​ ​ Average Reported
Value of
Equity Awards 		​ ​ ​ Equity Award
Adjustments(a) 		​ ​ ​ Pension Additions
to SCT Total 		​ ​ ​ Average
Compensation
Actually Paid to
Non-PEO Named
Executive Officers 		​
​ 2023 ​ ​ ​ ​ $ 4,407,262 ​ ​ ​ ​ ​ $ 3,458,900 ​ ​ ​ ​ ​ $ 3,054,400 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ 4,002,762 ​ ​
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
Year
​ ​ ​ Average
Year End
Fair Value
of Equity
Awards 		​ ​ ​ Year over Year
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards 		​ ​ ​ Average
Fair Value
as of
Vesting Date
of Equity
Awards
Granted
and Vested
in Year 		​ ​ ​ Year over Year
Average
Change in
Fair Value of
Equity Awards
Granted in
Prior Years
that Vested
in the Year 		​ ​ ​ Average
Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year 		​ ​ ​ Average Value
of Dividends
or other
Earnings Paid
on Stock or
Option Awards
not Otherwise
Reflected
in Fair Value 		​ ​ ​ Total Average
Equity Award
Adjustments 		​
​ 2023 ​ ​ ​ ​ $ 3,134,059 ​ ​ ​ ​ ​ $ (74,517) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ (5,143) ​ ​ ​ ​ ​ $ (4,800) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $ 3,054,400 ​ ​
   
Compensation Actually Paid vs. Total Shareholder Return
Moreover, while we generally seek to prioritize long-term performance as our primary incentive for our NEOs, we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay-Versus-Performance table:
[MISSING IMAGE: bc_companytsr-pn.jpg]
   
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
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A “Related Party Transaction” is a transaction, arrangement or relationship, including any currently proposed transaction, indebtedness or guarantee of indebtedness, in which Payoneer or any of its subsidiaries is a participant, the amount of which involved exceeds $120,000 in any fiscal year, and in which any Related Person has or will have a direct or indirect material interest, subject to certain Related Party Transactions which are deemed to be pre-approved, as detailed in the policy. A “Related Person” means:
   
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Revenue
[MISSING IMAGE: bc_compvsrevenue-pn.jpg]
How many votes do I have?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of each of the nominees for Class III directors, “For” the ratification of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm, and “For” the non-binding advisory vote to approve named executive officer compensation. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
April 16, 2024
   
Total Shareholder Return Vs Peer Group
Company TSR and Peer Group TSR
[MISSING IMAGE: lc_companypeer-pn.jpg]
 
Other companies may calculate the above measure differently, and therefore Payoneer’s measures may not be directly comparable to similarly titled measures of other companies.
   
Tabular List, Table
Tabular List of Most Important Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation is designed to reflect our variable “pay-for-performance” philosophy. The performance measures that we use when setting goals in our short-term incentive compensation program are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The Company has two financial performance measures that are used by us to link executive compensation actually paid to our NEOs to our performance, which for the most recently completed fiscal year, are as follows:
•
Revenue
​
•
Adjusted EBITDA
​
We believe that, taken together, these financial quantitative measures provide a holistic measure of Company growth, stockholder value and overall financial performance. As noted above, we have determined revenue to be the “most important” financial performance measure used to link the compensation of our NEOs with our performance for the most recently completed fiscal year and, as noted, it is being used as our Company Selected Measure.
For a definition of Adjusted EBITDA, please see Annex A of this Proxy Statement.
   
Total Shareholder Return Amount $ 49.15 51.6 69.34
Peer Group Total Shareholder Return Amount 100.99 83.15 107.4
Net Income (Loss) $ 93,333 $ (11,970) $ (33,987)
Company Selected Measure Amount 831,103 627,623 473,403
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Minimum 3 years    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Maximum 6 years    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum 47.00%    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum 51.00%    
Measure:: 1      
Pay vs Performance Disclosure      
Name Revenue    
Non-GAAP Measure Description
(8) U.S. dollars in thousands. While we use additional performance measures for the purpose of evaluating performance for our executive compensation, we have determined that revenue is the financial performance measure that, in our assessment, represents the most important performance measure used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. Accordingly, the dollar amounts reported represent the amount of revenue reflected in our audited financial statements for each covered fiscal year.
   
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
Messrs Galit [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 963,200 $ 3,059,800 $ 5,158,310
PEO Actually Paid Compensation Amount 824,130 425,188 $ 25,803,130
Messrs Galit [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Messrs Galit [Member] | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (139,070)    
Messrs Galit [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Messrs Galit [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (223,402)    
Messrs Galit [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Messrs Galit [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 89,132    
Messrs Galit [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (4,800)    
Messrs Galit [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Caplan [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 950,000 15,123,520  
PEO Actually Paid Compensation Amount (1,593,011) $ 23,415,602  
Caplan [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Caplan [Member] | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (2,543,011)    
Caplan [Member] | Total Pension Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Caplan [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Caplan [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,749,415)    
Caplan [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Caplan [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (793,596)    
Caplan [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Caplan [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,458,900)    
Non-PEO NEO | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,054,400    
Non-PEO NEO | Total Pension Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,134,059    
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (74,517)    
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (5,143)    
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (4,800)    
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Total Pension Adjustments [Member] | Messrs Galit [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount