STOCK-BASED COMPENSATION | NOTE 23 – STOCK-BASED COMPENSATION Option and restricted stock compensation plans The Company maintains three stock-based compensation incentive plans: the Payoneer Inc. 2007 Share Incentive Plan and the Payoneer Inc. 2007 U.S. Share Incentive Plan (hereafter together – the “2007 Plan”), the Payoneer Inc. 2017 Stock Incentive Plan (hereafter – the “2017 Plan”) and the 2021 Omnibus Incentive Plan (the “2021 Plan”). ● 2007 Plan - In February 2007, the Company’s Board of Directors approved the 2007 Plan, where up to 3,360,000 incentive awards (including stock options and RSUs) were available for grants to employees of the Company and other individuals eligible under the plan. Subsequent to the original plan approval, there were several periodic increases in options that were available for grant through approval by the Company’s board of directors and stockholders. The 2007 Plan is no longer available for grants of new awards as of 2017. ● 2017 Plan - In May 2017, the Company’s Board of Directors approved the 2017 Plan, where up to 21,756,714 incentive awards (including stock options and RSUs) were available for grant to employees of the Company and other individuals eligible under the Plan. Awards generally vest over a four year period and continued vesting of any outstanding award is usually subject to continued service of the person to whom the award was granted. The 2017 Plan is no longer available for grants of new awards as of 2021. ● 2021 Plan – In June 2021, the Company's Board of Directors adopted the 2021 Plan, pursuant to the approval of the 2021 Plan by the shareholders of the Company. The plan allows the granting of incentive awards (including stock options and RSUs) to employees of the Company and other individuals eligible under the Plan. Awards granted under the plan generally vest over a four year period and continued vesting of any outstanding award is usually subject to continued service of the person to whom the award was granted. o 2021 Transaction Bonus Pool - The Company approved and adopted the Transaction Bonus Pool under the 2021 Plan, associated with the Reverse Recapitalization in 2021. The RSUs associated with the Transaction Bonus Pool are subject to certain market-based and service conditions. Fifty percent of those RSUs would have vested if at any time during the 30 months following the closing date, the closing share price of Company Shares was greater than or equal to $15.00 over any 20 days trading within any 30 trading days period (which threshold did not occur, and as a result, the right to these shares was forfeited); and the remaining 50% of those RSUs shall vest if at any time during the 60 months following the closing date, the closing share price of Company Shares is greater than or equal to $17.00 over any 20 trading days within any 30 trading days period, subject to the grantee's continued employment with, or service to, the Company or any of its affiliates (if applicable) until and including the time the RSUs vest. Under each of the plans, no options shall be exercisable after the expiration of 10 years after the effective date of grant. NOTE 23 – STOCK-BASED COMPENSATION (continued): Options As of December 31, 2024, 11,560,158 options are outstanding under the Plans. Each option can be exercised to purchase one share of Common Stock par value USD 0.01 each of the Company. The Company has approved the grant of the following stock options: December 31, 2024 Outstanding Options Options Exercisable Weighted Average Weighted Average Exercise Number Remaining Number Remaining Price Outstanding Contractual life Exercisable Contractual life $0.010 1,780,867 5.83 1,649,209 5.81 $0.080 133,041 3.09 133,041 3.09 $0.620 70,983 0.11 70,983 0.11 $1.380 37,627 0.95 37,627 0.95 $1.410 192,932 1.12 192,932 1.12 $1.810 122,864 1.57 122,864 1.57 $2.740 1,707,490 5.23 1,707,490 5.23 $2.800 1,494,367 3.09 1,494,367 3.09 $2.850 175,662 3.56 175,662 3.56 $2.900 2,080,094 4.12 2,080,094 4.12 $3.020 1,016,734 2.22 1,016,734 2.22 $3.070 375,997 4.53 375,997 4.53 $3.900 384,492 5.95 384,492 5.95 $3.980 500,000 7.50 312,500 7.50 $5.410 1,070,000 9.14 — — $7.870 417,008 6.09 390,390 6.09 11,560,158 4.87 10,144,382 4.35 The vesting period of the outstanding options is generally 4 years from the date of grant. The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted by the Company. The year ended December 31, 2023 is excluded from this table as there were no new options granted by the Company in 2023: Year Ended December 31, 2024 Expected term (in years) 6.10 Risk-free interest rate 4.15% Dividend yield 0% Volatility rate 60.00% Weighted average fair value of options at grant date $ 3.05 The Company selected the Black-Scholes Merton option pricing model as the most appropriate fair value method for its stock options awards based on the market value of the underlying shares at the date of grant. Historical information for a selection of similar publicly traded companies was the basis for the expected volatility. Historical information and management expectations were the basis for the expected dividend yield. The expected lives of the options are based upon the simplified method per ASC 718, Compensation – Stock Compensation. As of December 31, 2024, there were approximately $3,385 of unrecognized compensation costs outstanding, related to unamortized stock option compensation which are expected to be recognized over a weighted-average period of 1.85 years. Total unrecognized compensation cost will be recognized as incurred. In addition, as future grants are made, additional compensation costs will be incurred. NOTE 23 – STOCK-BASED COMPENSATION (continued): The following table presents a summary of stock option activity for the year ended December 31, 2024: Weighted Weighted Average Average Exercise Remaining Aggregate Price per Contractual Intrinsic Shares Share Term Value Outstanding December 31, 2023 27,788,279 $ 2.13 $ 4.41 $ 85,703 Granted 1,070,000 $ 5.41 — — Exercised (16,904,066) $ 1.79 — — Forfeited (394,055) $ 4.54 — — Outstanding December 31, 2024 11,560,158 $ 2.84 $ 4.87 $ 83,265 Exercisable December 31, 2024 10,144,382 $ 2.57 $ 4.35 $ 75,796 The aggregate intrinsic value of options exercised was $76,287, $25,246 and $26,105 for the years ended December 31, 2024, 2023 and 2022, respectively. In 2024, 2023 and 2022, the Company has received a tax benefit of $636, $1,201 and $1,944, respectively, in excess of the tax benefit based on the intrinsic value on date of issuance of the share-based compensation, respectively. Restricted Stock Units The cost of RSUs granted is determined using the fair market value of the Company’s common stock on the date of grant. The following table summarizes the RSUs activity under the 2017 Plan and the 2021 Plan as of December 31, 2024: Weighted Average Grant Date Units Fair Value Outstanding December 31, 2023 30,743,366 $ 5.65 Granted 15,302,635 $ 6.01 Vested (9,134,587) $ 5.81 Withhold to Cover shares repurchased (2,253,817) $ 5.38 Forfeited (5,494,184) $ 6.32 Outstanding December 31, 2024 29,163,413 $ 5.68 In the year ended December 31, 2024, the Company granted a total of 15,302,635 RSUs, out of which 13,432,058 RSUs were granted under the Company’s Omnibus Stock Incentive Plan. Additionally, 1,870,577 RSUs not granted under the Company’s Omnibus Stock Incentive Plan were granted in connection with the Skuad acquisition in August 2024. The total vesting-date value of equity classified RSUs vested during 2024 was $76,069. As of December 31, 2024, the unrecognized compensation cost related to all unvested equity classified RSUs of $132,900 is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 1.86 years. The Company withholds common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock units under its equity incentive plans in the United States. During the year ended December 31, 2024, the Company withheld 2,253,817 shares for $16,068. During the year ended December 31, 2023, the Company withheld 1,095,803 shares for $5,728. RSU vesting is shown net of this withholding on the consolidated statements of shareholders’ equity and cash flows. NOTE 23 – STOCK-BASED COMPENSATION (continued): The Company collects cash from proceeds from certain international employees’ sales of common stock. The amount is held in a Company bank account until it is remitted to the employees. Due to the restrictions on the use of the funds in the bank account, the Company has classified the amount as short-term restricted cash, and a corresponding liability is included in Other payables in the consolidated balance sheets. As of December 31, 2024, $795 of such funds were held. In 2024, 2023 and 2022, the Company has received a tax benefit of $1,539, $0 and $3,682, respectively, in excess of the tax benefit based on the intrinsic value on date of issuance of the share-based compensation, respectively. Employee Stock Purchase Plan The Company initiated, on May 16, 2022, the first offering period under the ESPP, the purpose of which is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase Company Common Stock at a discount through payroll deductions and to help eligible employees provide for their future security and to encourage them to remain in the employment of the Company. Each eligible employee enrolling for any offering period under the ESPP is required to designate a whole percentage of their monthly payroll to be withheld by the Company or the designated subsidiary employing such eligible employee on each payday during the applicable offering period. The designated deduction percentage may not be less than 1% and may not be more than 15% of the employee’s salary subject to a maximum of $25 per year, unless otherwise determined by the Company for any specific offering period. Any offering period is comprised of one or more 6 months’ purchase periods, at the last trading day of each (a “Purchase Date”), the Company will use the total amount deducted from each participant, subject to quantity limitations determined by the Company for such offering period, to issue such participant with such number of Company shares based on a purchase price which shall not be less than 85% of the closing sales price for a Company share on the first trading day of the applicable offering period or on the relevant Purchase Date, whichever is lower. During the year ended December 31, 2024, employees participating in the ESPP purchased 697,263 shares at a per share price of $4.68 when the November 16, 2023 to May 15, 2024 offering period closed, and 574,487 shares at a per share price of $4.98 when the May 16, 2024 to November 15, 2024 offering period closed. During the year ended December 31, 2023, employees participating in the ESPP purchased 1,032,434 shares at a per share price of $3.90 when the November 16, 2022 to May 15, 2023 offering period closed, and 821,184 shares at a per share price of $3.77 when the May 16, 2023 to November 15, 2023 offering period closed. During the year ended December 31, 2022, employees participating in the ESPP purchased 979,577 shares at a per share price of $3.92. As of December 31, 2024, approximately 3,498,257 shares were reserved for future issuance under the ESPP, and the current offering period, which opened on November 30, 2024, is expected to close on May 30, 2025. The fair value attributable to the current plan was $1,585 and $1,134 as of the beginning of the November 30, 2024 and May 16, 2024 offering periods, respectively, and was measured using the Monte Carlo model. As of December 31, 2023, approximately 4,770,007 shares were reserved for future issuance under the ESPP. The fair value attributable to the plan was $1,212, and $1,688 as of the beginning of the November 16, 2023, and May 16, 2023 offering periods, respectively, and was measured using the Monte Carlo model. As of December 31, 2022, approximately 6,623,625 shares were reserved for future issuance under the ESPP. The fair value attributable to the plan was $2,083 and $1,646 as of the beginning of the November 16, 2022 and May 16, 2022 offering periods, respectively, and was measured using the Monte Carlo model. The expense associated with the ESPP recognized during the years ended December 31, 2024, 2023 and 2022 was $2,149, $3,321 and $2,075, respectively. NOTE 23 – STOCK-BASED COMPENSATION (continued): Options, RSUs, and ESPP The Company records stock-based compensation expense for its equity incentive plans in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense based on estimated fair values. The impact on the Company’s results of operations of recording stock-based compensation expense under its equity incentive plans, including the ESPP, were as follows: December 31, 2024 2023 2022 Other operating expenses $ 12,761 $ 12,327 $ 10,870 Research and development expenses 14,080 15,698 10,248 Sales and marketing expenses 17,124 18,506 15,175 General and administrative expenses 20,822 19,236 15,856 Total stock-based compensation $ 64,787 $ 65,767 $ 52,149 The Company capitalized $3,149, $3,650 and $1,592 in stock-based compensation costs as part of internal use software during the years ended December 31, 2024, 2023 and 2022, respectively. |