DEF 14A of Flywire Corp
Filed Apr 23, 2026 · FY20250001193125-26-173788
Michael Massaro
| Compensation Risk | 21 | | Meetings of the Board of Directors | 21 | | Board Oversight of Risk | 21 | | Director Compensation | 22 | | Non-Employee Director Compensation | 23 | | Stockholder Communications with the Board of Directors | 23 | | Information About our Executive Officers | 24 | | Executive Compensation | 26 | | Compensation Discussion and Analysis | 26 | | Executive Compensation Tables | | | Summary Compensation Table | 38 | | Grants of Plan-Based Awards | 39 | | Outstanding Equity Awards at Fiscal Year-End | 40 | | Option Exercises and Stock Vested Table | 41 | | Potential Payments upon Termination or Change in Control | 42 | | Pay Versus Performance | 45 | | Security Ownership of Certain Beneficial Owners and Management | 50 | | Certain Relationships and Related Party Transactions | 53 | | Audit Committee Report | 54 | | Delinquent Section 16(a) Reports | 55 | | Other Matters | 56 |
Election of Directors
Election of Directors GENERAL Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of nine members who are divided into three classes with staggered three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal. This classification of the Board of Directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control or management. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. NOMINEES FOR ELECTION AS CLASS II DIRECTORS AT THE ANNUAL MEETING This year’s nominees for election to the Board of Directors as our Class II directors to serve for a term of three years expiring at the 2029 annual meeting of stockholders, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal, are provided below. All of the nominees listed below are currently directors of the Company. The age of each director as of the Record Date is set forth below. Each of the nominees has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve if elected.
Election of Directors
| NAME | AGE | DIRECTOR SINCE | | Alex Finkelstein | 50 | 2011 | | Matthew Harris | 53 | 2015 | | Gretchen Howard | 52 | 2023 |
Election of Directors
The following is additional information about each of the nominees as of the date of this proxy statement, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused our Nominating and Corporate Governance Committee and our Board of Directors to determine that the nominees should serve as one of our directors.
Election of Directors
| Alex Finkelstein | Age: 50 | Director since: 2011 Mr. Finkelstein has served as a member of our Board of Directors since 2011. Mr. Finkelstein has served as a General Partner at Spark Capital, a venture capital firm, since 2005. Mr. Finkelstein began his career at Cambridge Associates before joining two early-stage venture capital firms. After a few years, he took a break from the venture capital industry to write and sell a number of original television shows to networks including FOX, Discovery, and E!. Mr. Finkelstein later returned to the venture capital industry and joined Spark at its inception. Mr. Finkelstein earned his Bachelor of Arts in Political Science from Middlebury College. | | | We believe Mr. Finkelstein is qualified to serve on our Board of Directors because of his extensive business experience with technology companies, including experience in the formation, development and business strategy of multiple companies. |
Election of Directors
| Matthew Harris | Age: 53 | Director since: 2015 Mr. Harris has served as a member of our Board of Directors since January 2015. Mr. Harris joined Bain Capital Ventures in September 2012 to lead the New York City office, where he currently serves as a Partner. Mr. Harris focuses on business services companies, with a particular interest in financial services. Mr. Harris served as a member of the board of directors of AvidXchange Holdings, Inc., a provider of accounts payable automation software and payment solutions for middle market businesses and their suppliers, from July 2015 to March 2024. Mr. Harris has also served as a member of the board of directors of BTRS Holdings Inc. (f/k/a Factor Systems, Inc. (dba Billtrust)), a provider of cloud-based software and integrated payment processing solutions, until December 2022. Prior to joining Bain Capital Ventures, Mr. Harris founded Village Ventures, Inc., an early-stage venture capital firm focused on the media and financial services sectors, and served as Managing Director from January 2000 to September 2012. Mr. Harris holds a Bachelor of Arts degree from Williams College. | | | We believe Mr. Harris is qualified to serve on our Board of Directors because of his extensive business experience with technology companies, including experience in the formation, development and business strategy of multiple companies in the payments sector. | | Gretchen Howard | Age: 52 | Director since: 2023 Ms. Howard has served as a member of our Board of Directors since September 2023. Ms. Howard served as the former Chief Operating Officer of Robinhood Markets, Inc. from January 2019 until January 2024, where among other operational functions, she oversaw brokerage, cash compliance and operations, human resources and recruiting, customer trust and safety, as well as customer support and business strategy. Prior to her leadership role at Robinhood, Ms. Howard was a Partner with CapitalG, Alphabet Inc.’s growth equity fund from 2014 to 2019. Prior to her time at CapitalG, Ms. Howard held various positions at Google and Fidelity Investments. Ms. Howard is on the Board of Directors of AllTrails, a mobile app connecting people to the outdoors, and Thumbtack, Inc., a home services website/app. She is also a member of the Board of Trustees at Williams College and a former board member of the YMCA of San Francisco. She holds a B.A. from Williams College and an M.B.A. from Harvard Business School. | | | We believe Ms. Howard is qualified to serve on our Board of Directors because of her extensive operational experience with technology companies, including experience in the formation, development and business strategy of multiple companies in the payments sector. |
Election of Directors
The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of our Class II directors. The three nominees receiving the most “FOR” votes among votes properly cast in person or by proxy will be elected to the Board of Directors as Class II directors. You may vote “FOR” or “WITHHOLD” on each of the nominees for election as director. Shares represented by signed proxy cards will be voted on Proposal 1 “FOR” the election of Alex Finkelstein, Matthew Harris and Gretchen Howard to the Board of Directors at the Annual Meeting, unless otherwise marked on the card. A broker non-vote or a properly executed proxy marked “WITHHOLD” with respect to the election of a Class II director will not be voted with respect to such director, although it will be counted for purposes of determining whether there is a quorum.
Election of Directors
| Our Board of Directors unanimously recommends a vote “FOR” each of the Class II nominees named above. |
Election of Directors
CONTINUING DIRECTORS NOT STANDING FOR ELECTION Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused our Nominating and Corporate Governance committee and our Board of Directors to determine that the directors should serve as one of our directors. The age of each director as of the Record Date is set forth below. Incumbent Class III Directors Whose Term Expires in 2027
Election of Directors
| Phillip Riese | Age: 76 | Director since: 2013 Mr. Riese has served as a member and Chair of our Board of Directors since August 2013. In November 1998, Mr. Riese established Riese & Others, offering his personal services as a board member and advisor with a focus on global emerging and disruptive companies primarily in financial services. He frequently invests in those companies alongside a variety of venture capital and private equity firms. Prior to forming Riese & Others, Mr. Riese spent 18 years at American Express, ultimately serving as the president of the Consumer Card Group and chairman of American Express Centurion Bank. Before joining American Express, Mr. Riese was a division executive at Chase Manhattan Bank, after being a partner at M.C. Geffen and Associates, a consulting firm in South Africa. Mr. Riese serves as a board member for a number of public and private companies, including Remitly, Betterment LLC and Cross River Bank. Mr. Riese holds a Bachelor’s degree in Commerce from Leeds University in England, a M.B.A. from the University of Cape Town in South Africa and a Master of Science degree from Massachusetts Institute of Technology’s Sloan School of Management. | | | We believe Mr. Riese is qualified to serve on our Board of Directors because of his extensive experience in the payments industry and his senior management experience. |
Election of Directors
| Edwin Santos | Age: 66 | Director since: 2021 Mr. Santos has served as a member of our Board of Directors since April 2021. Mr. Santos has had a distinguished career in banking, with experience in risk management, corporate governance, management advisory services, acquisitions, and reengineering efforts. He served for many years in various positions of significant responsibility with FleetBoston Financial Group, and more recently served as Group Executive Vice President and General Auditor for Citizens Financial Group prior to his retirement in 2009. Mr. Santos currently serves as a member of the boards of directors of the Providence Mutual Fire Insurance Company and Washington Trust Bancorp Inc. He is also the former President of the Board of Trustees of Rocky Hill School, and a member of the Bryant University Board of Trustees. Mr. Santos holds a Bachelor’s degree in Business Administration and Accounting from Bryant University. | | | We believe Mr. Santos is qualified to serve on our Board of Directors because of his professional competency and broad experience in the financial services industry. |
Election of Directors
| Carleigh Jaques | Age: 58 | Director since: 2024 Ms. Jaques has served as a member of our Board of Directors since November 2024. Ms. Jaques previously led multiple strategic and operational teams at Visa, Inc., where she was most recently the SVP, Global Head of Risk & Identity Solutions. In this role, she accelerated the growth of Visa’s global fraud detection business, which supports financial institutions and merchants with capabilities to make real-time decisions and authenticate account holders across Visa. Prior to that, Ms. Jaques was SVP and Global Head of Acceptance Solutions at Visa, where she led the transformation of the company’s merchant and acquirer capabilities including Tap to Phone, urban mobility and merchant digital solutions. In her prior role as SVP and GM of Visa’s Cybersource business, Ms. Jaques led one of the world’s largest digital gateways, including its international expansion, sales model transformation and entry into new markets, such as face to face acceptance. Prior to joining Visa, Ms. Jaques was a technology investment banker. Ms. Jaques holds a B.A. from the University of Michigan and an MBA from The Wharton School at the University of Pennsylvania. | | | We believe Ms. Jaques is qualified to serve on our Board of Directors because of her broad experience in risk management and the payments and financial services industries. |
Election of Directors
Incumbent Class I Directors Whose Term Expires in 2028
Election of Directors
| Christine Katziff | Age: 61 | Director since: 2026 Ms. Katziff has served as a member of our Board of Directors since March 2026. Ms. Katziff has had a distinguished career in banking, with experience in risk, cybersecurity, capital planning, business transformation and compliance. In March 2026, Ms. Katziff retired from Bank of America following a 38 year career in which she most recently served as Chief Audit Executive, leading a global team of professionals across audit and credit review. She reported directly to the Chief Executive Officer and Audit Committee of the Board, overseeing activities that assessed risk, cybersecurity, capital planning, business transformation, and compliance across one of the world’s largest financial institutions. Ms. Katziff currently serves as Chair of the Board of Directors of Novant Health, a Southeast regional healthcare system, and chairs the Finance and Facilities Committee of the Board of Trustees at Bryant University. Her advocacy for wellness, mental health, and higher education has spanned Board service at UNC Charlotte, Central Piedmont Community College, and the American Heart Association’s national Go Red for Women Leadership Council. Ms. Katziff holds a Bachelor’s degree in Business Administration from Bryant University and a Masters in Business Administration from the University of Hartford. | | | We believe Ms. Katziff is qualified to serve on our Board of Directors because of her professional competency and broad experience in risk management and the financial services industry. |
Election of Directors
| Michael Massaro | Age: 47 | Director since: 2013 Mr. Massaro has served as our Chief Executive Officer and a member of our Board of Directors since December 2013. Prior to being appointed as our Chief Executive Officer, Mr. Massaro served as our Vice President, Sales and Business Development from March 2012 to December 2013. Mr. Massaro has over 20 years of background in global payments, mobile software and hardware, and e-billing at high growth technology companies, including edocs, Inc. (later acquired by Siebel Systems) and Carrier IQ. Mr. Massaro began his career as part of the technical risk services practice at PricewaterhouseCoopers LLP. He earned his Bachelor of Science degree in Management Information Systems from Babson College. | | | Mr. Massaro’s extensive knowledge of our business, as well as his years of experience in the payments industry, including executive leadership in several companies, contributed to our conclusion that he should serve as a member of our Board of Directors. |
Election of Directors
| Diane Offereins | Age: 68 | Director since: 2023 Ms. Offereins has served as a member of our Board of Directors since January 2023. Ms. Offereins served as the former Executive Vice President and President, Payment Services at Discover Financial Services, where she was responsible for the growth of the Discover Global Network, consisting of three payment networks—Discover Network, Diners Club International and PULSE from 2009 until her retirement in June 2023. Ms. Offereins previously held several positions within Discover, including Executive Vice President, Payment Services and Executive Vice President and Chief Information Officer. Prior to Discover, Ms. Offereins held leadership positions at Bank of America and SouthEast Bank. Ms. Offereins is on the Board of Directors of Brighthouse Financial, Inc., where she chairs the Compensation and Human Capital Committee and serves on the Finance and Risk and Nominating and Corporate Governance Committees. She earned her B.B.A. in Accounting from Loyola University of New Orleans. | | | We believe Ms. Offereins is qualified to serve on our Board of Directors because of her extensive background in payments, financial services and cybersecurity. |
Election of Directors
There are no family relationships among any of our directors or executive officers. See “Corporate Governance” below for additional information regarding our Board of Directors. OUR SKILLS, EXPERIENCE AND ATTRIBUTES Director and Director Nominee Skills and Experience Our Board of Directors brings and, we believe, our director nominees will bring, broad and deep experience to matters effecting Flywire, and each individual director and director nominee offers a range of complementary skills that enhance the ability of the Board of Directors to exercise its oversight responsibilities on behalf of our stockholders. To better understand the composition and strengths of our Board of Directors, the following table represents certain of the skills and areas of expertise that we believe are most critical to the strategy and future success of Flywire:
Election of Directors
| | Alex Finkelstein | Matthew Harris | Gretchen Howard | Carleigh Jaques | Christine Katziff | Michael Massaro | Diane Offereins | Phillip Riese | Edwin Santos | | Senior Operating Leadership | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance and Accounting | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | | Financial Services or FinTech Industry Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Business Development, Strategy and M&A | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Cybersecurity and Information Security Risk Management | | | ✓ | ✓ | ✓ | | ✓ | | ✓ | | Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Election of Directors
PROPOSAL TWO:
Corporate Governance
| • | Governance and ethics: We are committed to ethical and compliant business practices and good corporate governance for the long-term success of Flywire and our stockholders. We have a Code of Conduct that is actively enforced and mandatory training across a spectrum of important topics, including anti-money laundering, anti-corruption, financial controls, confidentiality, sexual harassment and discrimination, and information security best practices. |
Corporate Governance
| • | making recommendations to our Board of Directors with respect to director compensation; |
Corporate Governance
| • | overseeing our equity incentive plans and employee benefit plans; |
Corporate Governance
| • | the candidate’s commitment to vigorously represent the long-term interests of our stockholders; |
Corporate Governance
In conducting this assessment, the Nominating and Corporate Governance Committee considers knowledge, experience, skills and such other factors as it deems appropriate given the then-current needs of our Board of Directors and Flywire. In addition, our Nominating and Corporate Governance Committee strives to maintain a balance of tenure on our Board, as longer serving Directors bring helpful experience and institutional knowledge, while newer Directors add fresh perspectives and direction. While the variety of experiences and viewpoints represented on our Board of Directors should always be considered, the Nominating and Corporate Governance Committee believes that a director nominee should not be chosen nor excluded because of race, color, gender, national origin or sexual orientation or identity. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to Flywire during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. When there is a vacancy on our Board of Directors, the Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems it appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board of Directors. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board of Directors by majority vote. Our Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by our Board of Directors or the Nominating and Corporate Governance Committee for consideration. If one of our stockholders wishes to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee, the stockholder recommendation should be delivered to our Corporate Secretary at our principal executive offices and must include information regarding the candidate and the stockholder making the recommendation as required by our Bylaws. PEOPLE & COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None of the members of our People & Compensation Committee during 2025 is serving or has served as an officer or employee of ours. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or People & Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or People & Compensation Committee. COMPENSATION RISK Our People & Compensation Committee conducted a risk assessment of its compensation policies and practices, including those related to executive compensation programs for our named executive officers. The risk assessment included an analysis of our executive compensation programs and broader employee incentive compensation plans. Our People & Compensation Committee also considered how these programs compare, from a design perspective, to programs maintained by other companies. Based on this assessment, it was determined that our executive compensation programs are balanced and appropriately incentivize employees, and any risks arising from the compensation policies and practices are not reasonably likely to have a material adverse effect on Flywire. MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors held six meetings and acted by written consent two times during our year ended December 31, 2025. No director attended fewer than 75% of the total number of meetings of the Board of Directors and any committees of the Board of Directors of which he or she was a member during our year ended December 31, 2025. Our policy is to invite and encourage each member of our Board of Directors to be present at our annual meetings of stockholders. All of our then serving members of our Board of Directors attended our 2025 annual meeting of stockholders in their capacity as directors of Flywire. BOARD OVERSIGHT OF RISK Our Board of Directors has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board of Directors to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk. Our Audit Committee reviews information regarding liquidity and operations, and oversees our management of financial, compliance and cybersecurity risks. Periodically, our Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by our Audit Committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. Our People & Compensation Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Our Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors, corporate disclosure practices, potential conflicts of interest and corporate governance and responsibility. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered and discussed by our Board of Directors as a whole. DIRECTOR COMPENSATION The following table sets forth information about the compensation of the non-employee members of our Board of Directors who served as a director during our year ended December 31, 2025. Other than as set forth in the table and described more fully below, during our year ended December 31, 2025, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our Board of Directors. Mr. Massaro, our Chief Executive Officer, receives no compensation for his service as a director, and is not included in the table below. Mr. Riese currently serves as Chair of our Board of Directors.
Corporate Governance
| | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1)(2) | TOTAL ($) | | Matthew Harris | 41,000 | 174,997(3) | 215,997 | | Gretchen Howard | 41,000 | 174,997(3) | 215,997 | | Alex Finkelstein | 45,000 | 174,997(3) | 219,997 | | Carleigh Jaques | 45,000 | 174,997(3) | 219,997 | | Diane Offereins | 47,000 | 174,997(3) | 221,997 | | Phillip Riese | 83,000 | 174,997(3) | 257,997 | | Edwin Santos | 59,000 | 174,997(3) | 233,997 |
Corporate Governance
| (2) As of December 31, 2025, our non-employee directors held options and RSUs to acquire the following number of shares of common stock: |
Corporate Governance
| | NUMBER OF SHARES UNDERLYING OUTSTANDING AWARDS | | | | OPTION AWARDS | RSUS | | Matthew Harris | 0 | 16,990 | | Gretchen Howard | 0 | 20,795 | | Alex Finkelstein | 0 | 16,990 | | Carleigh Jaques | 0 | 27,393 | | Diane Offereins | 0 | 21,716 | | Phillip Riese | 197,533 | 16,990 | | Edwin Santos | 0 | 16,990 |
Corporate Governance
| (3) On June 3, 2025, all of our then serving non-employee directors were granted an annual RSU for 16,990 shares of our common stock pursuant to our non-employee director compensation plan. |
Corporate Governance
| | ROLE | ANNUAL CASH RETAINER(1) | INITIAL EQUITY GRANT(2)(3) | ANNUAL EQUITY GRANT(3)(4) | | Board of Directors | Director | $35,000 | Restricted Stock Unit Award valued at $350,000 | Restricted Stock Unit Award valued at $175,000 | | | Chair | $65,000 | | | | Audit Committee | Chair | $20,000 | | | | | Other | $10,000 | | | | | Member | | | | | People & Compensation Committee | Chair | $12,000 | | | | | Other | $6,000 | | | | | Member | | | | | Nominating and Corporate Governance Committee | Chair | $8,000 | | | | | Other | $4,000 | | | | | Member | | | |
Corporate Governance
| (2) Initial equity grants are automatically granted on the date the director is elected or appointed as a director and are calculated based on the closing price of our common stock on the date of grant. The initial equity grant upon election or appointment as a director shall vest in 3 equal annual installments following the grant date. |
Corporate Governance
| (3) Such award will accelerate and fully vest upon a change in control, or such non-employee director’s earlier death or disability. |
Corporate Governance
| (4) Annual equity grants are automatically granted on the date of each annual regular meeting of the Company’s stockholders and are calculated based on the closing price of our common stock on the date of grant. The annual equity grant shall vest on the earlier of the first anniversary of the grant date or the Company’s next annual meeting of stockholders, provided the director provides continuous service as a director, member of the applicable committee or chair, as applicable, through such vesting date. |
Executive Compensation
| • | Performance Metrics. We reported growth across many of our key performance metrics. Our total payment volume was over $37.6 billion, an increase of 26.6% year-over-year. Revenue increased 26.4% year-over-year to $623 million. |
Executive Compensation
| • | Reviewed our Peer Group of Publicly-traded Companies. The People & Compensation Committee of our Board of Directors (People & Compensation Committee) reviewed and updated our peer group of publicly-traded technology companies to evaluate our compensation practices for purposes such as pay levels and compensation program design for our NEOs. |
Executive Compensation
| • | Review of Total Compensation Opportunities. The People & Compensation Committee evaluated the competitive positioning of our NEOs’ compensation relative to the market and made adjustments considering both internal and external factors. In terms of market positioning, the People & Compensation Committee reference the 50th - 75th percentile range of market for target total compensation, with compensation weighted more heavily towards equity and actual positioning varying based on a variety of factors including but not limited to performance, role, responsibility and experience. In August 2025, we amended and restated the employment agreements with our NEOs to reflect these changes. |
Executive Compensation
| • | Challenging Annual Incentive Goals. Our NEOs were eligible to earn a cash bonus based on our achievement of annual corporate goals established by our People & Compensation Committee. Based on our Fiscal 2025 performance (excluding Sertifi), including our Revenue Less Ancillary Services (FXN) Growth Rate of 16.4% and adjusted EBITDA margin of 19.7%, our NEOs earned bonuses of 122% of their target bonus for the year. |
Executive Compensation
| • | Compensation Mix Weighted Towards Equity. Our NEOs’ total target direct compensation mix was more weighted towards equity than cash to emphasize alignment with stockholders and long-term performance. In Fiscal 2025, we granted an average of over 80% of our NEOs’ target direct compensation as equity-based compensation in the form of restricted stock unit awards (RSUs). We believe that RSUs, as well as certain previously issued stock options that continued to vest in 2025, support retention and effectively align the interests of our executives with those of our stockholders by directly linking compensation to the value of our common stock. |
Executive Compensation
STOCKHOLDER ENGAGEMENT & CHANGES FOR 2026 Following the Company’s 2025 Say-on-Pay vote, Flywire conducted targeted stockholder outreach as part of the People & Compensation Committee’s ongoing commitment to strong governance and responsiveness to stockholder feedback regarding executive compensation practices. During this outreach, the Company reached out to stockholders representing approximately 50% of our outstanding shares and then met with stockholders representing approximately 40% of outstanding shares, including 15 of the Company’s top 20 largest institutional stockholders. Engagement discussions were led by the Company’s Chief Financial Officer, General Counsel and Chief Compliance Officer and Vice President of Investor Relations, with participation (when requested by the stockholder) and oversight from the independent People & Compensation Committee, and focused on executive compensation design and governance, long-term incentive alignment, equity retention practices, and various other compensation matters. Feedback from these discussions was shared with and considered by the People & Compensation Committee as part of its evaluation of the executive compensation program. In response to this stockholder feedback, we have included a new Director Skills and Experience table. See the Election of Directors – Director and Director Nominee Skills and Experience section above. Further, based on stockholder feedback received during this outreach, and as part of our ongoing review of compensation practices, we implemented a one-year post-vesting holding requirement for equity awards granted to executive officers beginning in the year ending December 31, 2026 (Fiscal 2026). This requires Flywire executive officers to hold the after-tax shares issued upon vesting and settlement of RSUs for one year from the vesting date, or if sooner until termination of employment, death or a change in control. Flywire believes this enhancement further aligns executives with long-term Company performance and long-term stockholder value creation. COMPENSATION PHILOSOPHY AND OBJECTIVES Our compensation philosophy and guiding principles provide a framework for the development and management of our executive compensation programs and practices.
Executive Compensation
| • | Pay-for-Performance. We strive to provide a strong relationship between pay and performance. Annual performance-based cash bonuses are tied to achievement of annual corporate financial goals. Long-term incentive awards deliver value based on the performance of our common stock. |
Executive Compensation
| • | Emphasis on Equity Compensation. Total compensation is heavily weighted toward equity incentive compensation, and both equity and cash (in the form of an annual cash incentive bonus) components are variable. Long-term incentives focus our NEOs on sustainable and long-term stockholder value creation. The value realized by our NEOs depends on the value of our common stock, which we believe aligns our NEOs’ interests with the long-term interests of our stockholders. |
Executive Compensation
| WHAT WE DO | | | WHAT WE DO NOT DO | | ✓ | Employ a pay for performance philosophy reflected in program design and target pay levels for NEOs | × | Guarantee bonuses to our executive officers | | ✓ | Deliver majority of compensation in equity to promote executive retention and reward long-term value creation | × | Provide tax gross-ups | | ✓ | Cap maximum annual cash incentive bonus payouts | × | Permit hedging or short sales of our common stock | | ✓ | Maintain and annually review a group of peer companies | × | Provide single trigger equity acceleration upon a change in control | | ✓ | Fully independent directors on our People & Compensation Committee | × | Maintain compensation plans that encourage excessive risk taking | | ✓ | Engage an independent compensation consultant to advise our People & Compensation Committee | × | Provide significant perquisites or personal benefits | | ✓ | Utilize stock ownership guidelines and post-vesting one year holding requirement to align our NEOs with long-term stockholder interests | | | | ✓ | Administer and enforce a policy to recover erroneously awarded incentive-based compensation | | |
Executive Compensation
COMPENSATION GOVERNANCE AND THE COMPENSATION-SETTING PROCESS ROLE OF OUR PEOPLE & COMPENSATION COMMITTEE Our executive compensation program is designed and administered under the direction and control of our People & Compensation Committee, which is made up solely of independent directors. Our People & Compensation Committee reviews and approves our overall executive compensation program, policies, practices and metrics and sets the compensation of our executive officers, including our NEOs, as well as certain other members of our senior management team. In fulfilling this responsibility, our People & Compensation Committee reviews the performance of each NEO at least once each year. Our Chief Executive Officer, as the manager of the executive team, assesses the executives’ contributions to the corporate goals and makes a recommendation to our People & Compensation Committee with respect to any increase in salary, cash bonus and annual equity awards for each member of the executive team, other than himself. Our People & Compensation Committee meets with our Chief Executive Officer to evaluate, discuss and modify or approve these recommendations. Our People & Compensation Committee also conducts a similar evaluation of our Chief Executive Officer’s contributions when our Chief Executive Officer is not present, and determines any increase in salary, cash bonus and annual equity award for him. Our People & Compensation Committee meets regularly throughout the year to review our executive compensation program with the goal of ensuring it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. Our People & Compensation Committee received and reviewed compensation summaries for each NEO at the beginning of Fiscal 2025. The information in these summaries was used by our People & Compensation Committee to assist with analyzing existing compensation and any proposed changes in compensation for each NEO. The summaries included information regarding the accumulated value of unvested equity ownership, how much is unvested, and the amount of potential value earnable under various share price scenarios. The summaries help our People & Compensation Committee to track changes in an NEO’s compensation from year to year and to remain aware of the compensation historically paid to each NEO. In addition to the information and analyses supplied to our People & Compensation Committee as described above and in the peer group segment below, members of our senior management team support our People & Compensation Committee in its work from time to time. COMPENSATION CONSULTANT Our People & Compensation Committee has the authority under its amended and restated charter to directly retain, review fees for, and terminate advisors and consultants as it deems necessary to assist in the fulfillment of its responsibilities. For purposes of its Fiscal 2025 executive compensation decisions, our People & Compensation Committee engaged ClearBridge Compensation Group LLC (ClearBridge) as its independent compensation consultant (the compensation consultant). ClearBridge has served as the compensation consultant to our People & Compensation Committee since the second half of 2022. The compensation consultant provides information and analyses that serve as the basis for setting executive and director compensation levels and advises our People & Compensation Committee on compensation-related decisions. The compensation consultant advises our People & Compensation Committee on the structure of executive and director compensation programs, including the design of incentive plans, the forms and mix of compensation, allocation of equity compensation, regulatory requirements and other topics relevant to executive and director compensation. Our People & Compensation Committee reviews the independence of its compensation consultant annually and found no conflict of interest with ClearBridge during its 2025 independence review. ClearBridge did not provide any additional services beyond the compensation-related items highlighted above during Fiscal 2025. Our People & Compensation Committee has adopted protocols governing if and when its compensation consultant’s advice and recommendations can be shared with management, recognizing that, in advising our People & Compensation Committee, it is necessary for the compensation consultant to interact with management to gather information. Our People & Compensation Committee also determines the appropriate forum for receiving recommendations from its compensation consultant. Where appropriate, our People & Compensation Committee invites management to provide context for the recommendations. In other cases, our People & Compensation Committee receives recommendations from its compensation consultant in executive sessions where management is not present. At such times as it deems necessary, our People & Compensation Committee also engages directly with its compensation consultant between formal meetings of the People & Compensation Committee. This approach further protects our People & Compensation Committee’s ability to receive objective advice from its compensation consultant and establishes a forum for independent decisions about executive pay. PEER GROUP Our People & Compensation Committee reviews market compensation levels at least annually to determine the placement of our executive compensation relative to the competitive market for executive talent. This assessment includes evaluation of base salary, and short- and long-term incentive opportunities against executive compensation reported by a peer group of companies selected by our People & Compensation Committee as comparable to Flywire in size and related industry, among other criteria. Our People & Compensation Committee also considers market compensation information collected from survey sources. The compensation consultant supports our People & Compensation Committee in the selection of the peer group of companies and also provides our People & Compensation Committee with analyses of each peer company’s executive compensation information. In May 2024, our People & Compensation Committee reviewed the changes suggested by its compensation consultant to the group of peer companies which the committee had used in making executive compensation decisions for the year ended December 31, 2024. Criteria considered to determine the recommended changes to the peer company group included industry, company size (i.e., revenue and market capitalization), as well as companies with a meaningful portion of business both in the U.S. and abroad, and duration of time operating as a public company. Based on such factors, it was recommended that Bill Holdings, Inc. and Marqeta, Inc. be added to the compensation peer group and that Engage Smart and Asana be removed because these companies did not meet one or more of the criteria discussed above and was no longer considered to be a meaningful comparison point or the company ceased to be publicly traded. Following this review, our People & Compensation Committee selected the following companies as our peer group for reference purposes when making executive compensation decisions for Fiscal 2025:
Executive Compensation
FISCAL 2025 COMPENSATION DECISIONS In determining the criteria for our NEOs’ incentive compensation, our People & Compensation Committee considers a variety of factors, including alignment of our NEOs’ compensation with our stockholders’ returns, and from time to time may adjust these factors or performance metrics based on our Company’s transactions or the occurrence of unknown or unexpected events, such as changes in accounting policies or shifts in regulatory environment, during the applicable measurement period. On the corporate level, our People & Compensation Committee selected certain key financial metrics that are important to the business which include the Revenue Less Ancillary Services (FXN) Growth Rate and adjusted EBITDA margin as metrics that our People & Compensation Committee believes are important for both short-term success as well as for creating long-term sustainable stockholder value. As a result, our NEOs are focused on our Revenue Less Ancillary Services (FXN) growth rate and adjusted EBITDA margin, which we believe is aligned with our stockholders’ perspective on our Company’s ability to grow and succeed in the short- and long-term. For more discussion on our Revenue Less Ancillary Services (FXN) growth rate and adjusted EBITDA margin metrics, see “2025 Corporate Objectives” below. COMPENSATION MIX The People & Compensation Committee seeks to align the Company’s executive compensation program with our business strategy and the long-term interests of our stockholders. Our executive compensation program is designed to provide a balanced mix of annual and long-term incentives, as well as fixed and variable cash and equity compensation. In Fiscal 2025, equity compensation continued to represent a significant portion of our executives’ total compensation, reinforcing strong alignment between the interests of our executives and those of our stockholders. As shown in the charts below, for Fiscal 2025, 95% of the CEO’s annual target compensation mix, and 91%, on average, of the remaining NEOs annual target compensation mix, was variable based on company performance or delivered in the form of RSUs the value of which varies based on the value of our common stock. REALIZABLE PAY As described above, the vast majority of our executives’ compensation is tied to the achievement of company objectives and/or varies based on stock price performance. Because of this, realizable pay may differ from target pay. The chart below illustrates the relationship between our CEO’s target and realizable total direct compensation (TDC). As shown in the exhibit below, the significant weighting of the equity component of our CEO’s compensation results in realized pay that varies based company stock price performance. Target TDC: Target TDC is the sum of our CEO’s base salary, target bonus opportunity, and target long-term incentive opportunity for the applicable fiscal year, as disclosed in the CD&A (of this proxy statement and relevant past proxy statements). Realizable TDC: Realizable TDC is the sum of our CEO’s actual earned base salary, actual bonus earned, and equity award values based on the number of shares granted in the applicable fiscal year multiplied by the closing stock price per share on the last day of Fiscal 2025. BASE SALARY Base salaries for our NEOs are initially determined as a result of negotiation between the executive and our management in consultation with, and subject to the approval of, our People & Compensation Committee. Our People & Compensation Committee reviews base salaries annually, typically in the first quarter, and has discretion to provide increases based on our People & Compensation Committee’s understanding of current competitive pay practices, promotions, our Chief Executive Officer’s recommendation (except for his own salary), changes in responsibilities and performance, annual budget for increases, our overall financial and operational results, the general economy, length of tenure, internal pay fairness and other factors our People & Compensation Committee deem appropriate. Base salaries may also be adjusted during the year upon promotion, changes in functional responsibility or based on internal equity or external market conditions. Our People & Compensation Committee makes these decisions after reviewing the recommendation of our Chief Executive Officer (except as it concerns his own salary) and consulting with its compensation consultant. Following its review, in February 2025, our People & Compensation Committee determined not to adjust the annual base salaries of our then serving NEOs. The following table shows the annual base salary for each NEO for Fiscal 2025.
Executive Compensation
ANNUAL CASH INCENTIVE BONUS COMPENSATION Our annual cash incentive bonus compensation program promotes our pay for performance philosophy by providing all executives and other management-level eligible corporate employees with direct financial incentives in the form of annual cash awards for achievement of certain corporate financial goals established and approved by our People & Compensation Committee at the start of the year. If we achieve results that are below threshold levels, these NEOs receive no cash incentive bonus, while results that are above threshold levels result in a cash incentive bonus payout based on a pre-determined scale, subject to a maximum amount of 150% in Fiscal 2025. Target Bonus Opportunities Our People & Compensation Committee sets each NEO’s individual target cash incentive amount based on each NEO’s employment agreement provisions, our Chief Executive Officer’s recommendation (except for his own target), internal pay fairness, our People & Compensation Committee’s general understanding of current competitive pay practices and other factors it deems appropriate. After evaluating the competitive positioning of our NEOs’ total target cash compensation in the context of our overall compensation philosophy, in February 2025 our People & Compensation Committee determined to increase the target cash bonus amounts for Messrs. Massaro, Orgel, King and Butterfield with the goal of positioning total target cash compensation opportunities closer to market. The increases are intended to move each executive’s total target cash compensation closer to competitive market levels, using more incremental pay opportunity that is performance-based rather than fixed, and thereby supporting our ability to attract and retain the executive talent needed to execute our business strategy. As a result, the Fiscal 2025 target bonus opportunities for our NEOs were:
Executive Compensation
| NAME | FISCAL 2024 TARGET BONUS OPPORTUNITY ($) | FISCAL 2025 TARGET BONUS OPPORTUNITY ($) | PERCENTAGE INCREASE | | Michael Massaro | 450,000 | 500,000 | 11.1% | | Robert Orgel | 225,000 | 300,000 | 33.3% | | Cosmin Pitigoi | 300,000(1) | 300,000 | — | | Peter Butterfield | 150,000 | 200,000 | 33.3% | | David King | 150,000 | 200,000 | 33.3% |
Executive Compensation
In addition, our People & Compensation Committee determined that for Fiscal 2025 each NEO’s cash incentive bonus would be based solely on 2025 corporate objectives. 2025 Corporate Objectives Our People & Compensation Committee established (i) Revenue Less Ancillary Services (FXN) growth rate and (ii) Adjusted EBITDA margin as the corporate components of our 2025 cash incentive bonus program, with each of the components weighted as set forth below. In 2024 and prior years, Revenue Less Ancillary Services (FXN) and Adjusted EBITDA were measured as a dollar value for purposes of our annual cash incentive. In 2025, our People & Compensation Committee transitioned to growth rate and margin-based metrics (both non-GAAP financial measures) to better align incentive plan measurements with how management analyzes financial results and evaluates ongoing operational performance. These metrics were also selected because they are two of the key performance metrics stockholders use in evaluating Flywire. Revenue Less Ancillary Services represents our consolidated revenue in accordance with GAAP, less (x) pass-through cost for printing and mailing services and (y) marketing fees. Revenue Less Ancillary Services (FXN) represents Revenue Less Ancillary Services adjusted to show presentation on a FX Neutral basis. The FX Neutral information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. EBITDA represents our consolidated net income (loss) in accordance with GAAP adjusted to exclude (i) interest expense, (ii) interest income, (iii) provision for (benefit from) income taxes, and (iv) depreciation and amortization. Adjusted EBITDA represents EBITDA further adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) the impact from the change in fair value measurement for contingent consideration associated with acquisitions, (iii) gain (loss) from the remeasurement of foreign currency, (iv) indirect taxes related to intercompany activity, (v) acquisition related transaction costs, (vi) employee retention costs, such as incentive compensation, associated with acquisition activities, (vii) restructuring costs and (viii) gain (loss) from investments. Adjusted EBITDA Margin represents Adjusted EBITDA divided by Revenue Less Ancillary Services. Our People & Compensation Committee has discretion to modify performance results that reflect significant transactions (such as acquisitions, divestitures, or newly-formed joint ventures) or other unusual items (such as changes in accounting rules or other regulations) if such events were not anticipated at the time performance targets were initially established. Each of the components was assigned a threshold level, which is the minimum achievement level that must be satisfied to receive a portion of the applicable bonus amounts, and a maximum level, which, if achieved or exceeded, would result in our NEOs receiving up to 150% of the target amount attributed to that component. The percentage payout for each of the financial components was determined using linear interpolation between the points shown in the table below. The corporate components of the 2025 cash incentive bonus program are set forth below:
Executive Compensation
| CORPORATE COMPONENT* | WEIGHTING | THRESHOLD 0% PAYOUT | 50% PAYOUT | TARGET 100% PAYOUT | MAXIMUM 150% PAYOUT | | Revenue Less Ancillary Services (FXN) Growth Rate (%) | 50% | <12% | 14% | 17% | >21% | | Adjusted EBITDA Margin (%) | 50% | <17% | 17.5% | 18.5% | >19% |
Executive Compensation
| EXECUTIVE | TARGET BONUS | PERCENTAGE OF TARGET AWARDED | ACTUAL BONUS AWARDED | | Michael Massaro | $500,000 | 122% | $610,000 | | Robert Orgel | $300,000 | 122% | $366,000 | | Cosmin Pitigoi | $300,000 | 122% | $366,000 | | Peter Butterfield | $200,000 | 122% | $244,000 | | David King | $200,000 | 122% | $244,000 |
Executive Compensation
Although we recognize that our stock price declined in fiscal 2025, our annual cash incentive program is intentionally designed to measure and reward in-year operational performance, which was strong. The majority of our executives’ total compensation is delivered through equity awards that are directly tied to long-term stock price performance, and it is through this component that executives’ interests are tied to total stockholder return, creating robust pay-for-performance alignment at the total compensation level. 2025 LONG-TERM INCENTIVE COMPENSATION Our People & Compensation Committee is focused on aligning pay with performance in our compensation program, and as such, we continue to evaluate the most effective way to do so. For Fiscal 2025, our People & Compensation Committee determined that continuing to grant equity exclusively in the form of RSUs remained appropriate after considering the following:
Executive Compensation
| • | RSUs create alignment with stockholders’ interests, with value driven by the share price; |
Executive Compensation
| • | Because the ultimate value realized from RSU awards fluctuates based on stock price performance over the vesting period, executives’ compensation outcomes are directly aligned with stockholder experience; |
Executive Compensation
| • | RSUs provide for flexibility to adapt to evolving strategic priorities and market conditions while maintaining a focus on long-term value creation; and |
Executive Compensation
| • | RSUs mitigate the challenges associated with establishing long-term goals given market volatility and shifting dynamics. |
Executive Compensation
The target grant value of RSUs awarded to our NEOs is based on our People & Compensation Committee’s general understanding of competitive pay practices, our Chief Executive Officer’s recommendation (except with respect to his own awards), consultation with its compensation consultant, and other factors that our People & Compensation Committee deems appropriate. In addition to the annual RSU awards, our People & Compensation Committee may grant additional RSUs for merit, performance, retention or promotional purposes. In March 2025, our People & Compensation Committee granted the following time-based RSUs to our NEOs, which vest with respect to 25% of the shares after one year and the remainder vesting in equal quarterly installments over the following three years, subject to the officer’s continued employment.
Executive Compensation
| NAME | TOTAL GRANT VALUE ($) | NUMBER OF SHARES UNDERLYING RSU GRANT(1) | | Michael Massaro | 8,000,000 | 765,550 | | Robert Orgel | 4,650,000 | 444,976 | | Cosmin Pitigoi | 3,500,000 | 334,928 | | Peter Butterfield | 1,800,000 | 172,248 | | David King | 3,300,000 | 315,789 |
Executive Compensation
To better align the interests of our executive officers with those of our stockholders, in July 2023 we adopted a stock ownership policy that requires our executive officers (as defined for purposes of Section 16 of the Securities Exchange Act of 1934, as amended) to hold specified amounts of Flywire stock or other qualifying equity securities. Qualifying equity securities include Flywire common stock, including both vested and unvested RSU awards that do not have an exercise or purchase price, and shares issuable under equity awards that vest based on the achievement of performance goals after such conditions have been satisfied. Qualifying equity securities include shares held by the executive or any immediate family members living in his or her household. Under the policy, ownership guidelines are five times (5x) annual base salary for our Chief Executive Officer and two times (2x) base salary for all other executive officers. Compliance with this policy is measured at the end of our fiscal year and is measured based on the closing price of the common stock on the applicable measurement date (or the last prior trading day if the measurement date is not a trading day). Each executive officer has five years from the later of (i) the effective date of the policy (July 2023) or (ii) the first date the individual became subject to the guidelines as an executive officer. If at that point an executive officer does not hold the required amount, then they are required to maintain 50% of any shares acquired through stock option exercises and vesting of RSUs until such time as the threshold is met. At the end of 2025, each executive officer had satisfied the stock ownership guidelines. In November 2024 we adopted a stock ownership policy that requires the non-employee members of our Board of Directors to hold specified amounts of Flywire stock or other qualifying equity securities. Qualifying equity securities include Flywire common stock, including both vested and unvested RSU awards that do not have an exercise or purchase price, and shares issuable under equity awards that vest based on the achievement of performance goals after such conditions have been satisfied. Qualifying equity securities include shares held by the executive or any immediate family members living in his or her household. Under the policy, ownership guidelines are five times (5x) the annual cash retainer for Board service, excluding any additional retainers for committee service or for service as lead independent director or Chairman of the Board. This requirement applies to such directors irrespective of their acceptance of any such payment. Compliance with this policy is measured at the end of our fiscal year and is measured based on the closing price of the common stock on the applicable measurement date (or the last prior trading day if the measurement date is not a trading day). Each non-employee director has three years from the later of (i) the effective date of the policy (November 2024) or (ii) the first date the individual became subject to the guidelines as a non-employee director. If at that point a director does not hold the required amount, then they are required to maintain 50% of any shares acquired through stock option exercises and vesting of RSUs until such time as the threshold is met. At the end of 2025, each director had satisfied the stock ownership guidelines. In December 2025, we implemented a one-year post-vesting holding requirement for equity awards granted to executive officers beginning in Fiscal 2026. This requires Flywire executive officers to hold the after-tax shares issued upon vesting and settlement of RSUs for one year from the vesting date, or if sooner until termination of employment, death or a change in control. Flywire believes this enhancement further aligns executives with long-term Company performance and long-term stockholder value creation. PEOPLE & COMPENSATION COMMITTEE REPORT* Our People & Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, our People & Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be incorporated by reference into our 2025 Annual Report and included in this proxy statement. Respectfully submitted by the members of the People & Compensation Committee of our Board of Directors:
Gretchen Howard
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS ($) (1) | OPTION AWARDS ($) (1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Michael Massaro Chief Executive Officer | 2025 | 450,000 | 7,732,055 | — | 610,000(2) | 11,440(3) | 8,803,495 | | | 2024 | 450,000 | 9,295,443 | — | 241,776 | 11,598 | 9,998,817 | | | 2023 | 450,000 | 7,628,574 | — | 585,000 | 11,076 | 8,674,650 | | Robert Orgel President and Chief Operating Officer | 2025 | 350,000 | 4,494,258 | — | 366,000(2) | 7,188(4) | 5,217,446 | | | 2024 | 350,000 | 5,402,978 | — | 120,888 | 7,748 | 5,881,614 | | | 2023 | 350,000 | 4,024,716 | — | 293,000 | 8,799 | 4,676,515 | | Cosmin Pitigoi (5) Chief Financial Officer | 2025 | 410,000 | 3,382,773 | — | 366,000(2) | 3,937(6) | 4,162,710 | | | 2024 | 340,353 | 10,747,871 | — | 133,805 | 55,103 | 11,277,132 | | Peter Butterfield General Counsel and Chief Compliance Officer | 2025 | 310,000 | 1,739,705 | — | 244,000(2) | 10,674(7) | 2,304,379 | | | 2024 | 310,000 | 2,091,473 | — | 80,592 | 10,486 | 2,492,551 | | | 2023 | 300,000 | 1,920,285 | — | 195,000 | 10,603 | 2,425,888 | | David King Chief Product Officer & Co-President of Global Education* | 2025 | 310,000 | 3,189,469 | — | 244,000(2) | 3,312(8) | 3,746,781 | | | 2024 | 310,000 | 3,834,380 | — | 80,592 | 10,498 | 4,235,470 | | | 2023 | 300,000 | 3,235,565 | — | 195,000 | 10,144 | 3,740,709 |
Gretchen Howard
| c. | additional vesting with respect to any outstanding equity awards that are subject to time-based vesting for 18 months in the case of Mr. Massaro, twelve (12) months for Messrs. Orgel and Pitigoi and nine (9) months in the case of Messrs. Butterfield and King; and |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by applicable SEC rules, we are providing the following information about the relationship of compensation actually paid to our principal executive officer (PEO) and other NEOs and certain of our peers’ performance. For further information concerning our pay for performance philosophy and how our executive compensation aligns with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis” above. PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE
| | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (3) (d) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (4) (e) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR (a) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) (b) | COMPENSATION ACTUALLY PAID TO PEO (2) (c) | | | TOTAL SHAREHOLDER RETURN (5) (f) | PEER GROUP TOTAL SHAREHOLDER RETURN (6) (g) | NET INCOME (LOSS) (MILLIONS) (7) (h) | REVENUE LESS ANCILLARY SERVICES GROWTH RATE (8) (i) | | 2025 | $8,803,495 | $7,079,293 | $3,857,829 | $3,059,934 | $59 | $234 | $13.5 | 16% | | 2024 | $9,998,817 | $6,452,629 | $5,129,615 | $3,130,182 | $86 | $190 | $2.9 | 24% | | 2023 | $8,674,650 | $8,251,940 | $3,721,039 | $3,521,333 | $96 | $140 | ($8.6) | 43% | | 2022 | $7,070,674 | ($4,643,996) | $3,133,530 | ($1,252,929) | $102 | $89 | ($39.3) | 55% | | 2021 | $4,768,798 | $40,706,656 | $2,685,819 | $21,188,572 | $159 | $126 | ($28.1) | 54% |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Massaro (our Chief Executive Officer) for each corresponding year in the Total column of the Summary Compensation Table. Refer to Executive Compensation – Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported in column (c) represent the amount of compensation actually paid to Mr. Massaro, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Massaro during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Massaro’s total compensation for each year to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| YEAR | REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR PEO | REPORTED VALUE OF EQUITY AWARDS (a) | EQUITY AWARD ADJUSTMENTS (b) | COMPENSATION ACTUALLY PAID TO PEO | | 2025 | $8,803,495 | ($7,732,055) | $6,007,853 | $7,079,293 |
PAY VERSUS PERFORMANCE
| (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 the applicable year. |
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant and include current economic assumptions as of the applicable valuation dates. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| YEAR | YEAR END FAIR VALUE OF UNVESTED EQUITY AWARDS GRANTED IN THE YEAR | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS | FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR | YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR | FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE 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 | | 2025 | $10,840,188 | ($1,947,615) | $0 | ($2,884,720) | $0 | $0 | $6,007,853 |
PAY VERSUS PERFORMANCE
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Massaro, who has served as our CEO since 2013) in the Total column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Massaro) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Robert Orgel, Peter Butterfield, David King, and Cosmin Pitigoi, (ii) for 2024, Robert Orgel, Michael Ellis, Peter Butterfield, David King, and Cosmin Pitigoi, (iii) for 2023, Robert Orgel, Michael Ellis, Peter Butterfield and David King, (iv) for 2022, Robert Orgel, Michael Ellis, Sharon Butler and David King; and (v) for 2021, Robert Orgel and Michael Ellis. |
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported in column (e) represent the average amount of compensation actually paid to the NEOs as a group (excluding Mr. Massaro), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Massaro) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Massaro) for each year to determine the compensation actually paid, using the same methodology described above in Footnote (2) above: |
PAY VERSUS PERFORMANCE
| YEAR | AVERAGE REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS | AVERAGE REPORTED VALUE OF EQUITY AWARDS (a) | | AVERAGE EQUITY AWARD ADJUSTMENTS (b) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS | | 2025 | $3,857,829 | ($ | 3,201,551) | $2,403,656 | $3,059,934 |
PAY VERSUS PERFORMANCE
| (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 the applicable year. |
PAY VERSUS PERFORMANCE
| (b) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| YEAR | YEAR END FAIR VALUE OF UNVESTED EQUITY AWARDS GRANTED IN THE YEAR | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS | | FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR | YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR | | FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE 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 | | 2025 | $4,488,511 | ($ | 861,121) | $0 | ($ | 1,223,734) | $0 | $0 | $2,403,656 |
PAY VERSUS PERFORMANCE
| (5) The dollar amounts reported in column (f) represent our cumulative total shareholder return (TSR). Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price per share of our common stock at the end and the beginning of the measurement period by the price per share of our common stock at the beginning of the measurement period. For this purpose, the measurement period begins at the initial public offering in May 2021. |
PAY VERSUS PERFORMANCE
| (6) The peer group used for purposes of column (g) is the S&P 500—Information Technology index. |
PAY VERSUS PERFORMANCE
| (7) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. |
PAY VERSUS PERFORMANCE
| (8) Our People & Compensation Committee utilized Revenue Less Ancillary Services (FXN) growth rate for the year ended December 31, 2025 of 16.4%. Our Revenue Less Ancillary Services (FXN) growth rate for the year ended December 31, 2024 was 24%. Although we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that Revenue Less Ancillary Services (FXN) growth rate is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. |
PAY VERSUS PERFORMANCE
FINANCIAL PERFORMANCE MEASURES As described in greater detail in the section “Executive Compensation – Compensation Discussion and Analysis” above, our executive compensation program reflects a pay for performance philosophy. Annual performance-based cash bonuses are tied primarily to achievement of corporate short-term financial goals and, for certain executives, individual performance. Long term incentive awards deliver value based on the performance of our common stock. The most important financial performance measures used by us to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows:
PAY VERSUS PERFORMANCE
| • | Revenue Less Ancillary Services (FXN) growth rate; and |
PAY VERSUS PERFORMANCE
| • | Adjusted EBITDA margin. |
PAY VERSUS PERFORMANCE
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis” above, our executive compensation program reflects a pay for performance philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore 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 year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. COMPENSATION ACTUALLY PAID AND CUMULATIVE TSR As demonstrated by the following graph, the amount of compensation actually paid (CAP) to Mr. Massaro and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Massaro) is aligned with our cumulative TSR over the five years presented in the table. The alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Massaro and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis” above, in Fiscal 2025, we granted an average of over 80% of our NEOs’ target direct compensation as equity-based compensation in the form of RSUs. COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS) As demonstrated by the following table, the amount of compensation actually paid (CAP) to Mr. Massaro and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Massaro) is generally aligned with our net income (loss) over the five years presented in the table. Due to the emphasis we place on equity compensation, stock return is the primary driver of CAP for the five years shown in the chart. Equity compensation is sensitive to stock prices. COMPENSATION ACTUALLY PAID AND REVENUE LESS ANCILLARY SERVICES (FXN) GROWTH RATE As demonstrated by the following graph, the amount of compensation actually paid to Mr. Massaro and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Massaro) is not aligned with our Revenue Less Ancillary Services (FXN) growth rate, as modified by our People & Compensation Committee, over the five years presented in the table. This is largely due to the emphasis we place on equity compensation, which is sensitive to stock price changes. OUR CUMULATIVE TSR AND CUMULATIVE TSR OF THE PEER GROUP As demonstrated by the following graph, our cumulative TSR over the five-year period presented in the table was -41.0%, while the cumulative TSR of the peer group presented for this purpose, S&P 500 – Information Technology Sector, was 133.7% over the five years presented in the table. Our cumulative TSR underperformed the S&P 500 – Information Technology Sector during the five years presented in the table. For more information regarding our performance and the peer group of companies that our People & Compensation Committee considers when determining compensation, refer to Executive Compensation – Compensation Discussion and Analysis.