DEF 14A of Remitly Global, Inc.
Filed Apr 24, 2026 · FY20250001782170-26-000048
How do I nominate a director nominee?
How do I nominate a director nominee? Our Bylaws provide for an advance notice procedure for director nominations that are not submitted for inclusion in the proxy statement but that a stockholder instead wishes to present at an annual meeting. If you wish to nominate an individual for election as director at the 2027 annual meeting of stockholders under our Bylaws, we must receive your written nomination on or after 5:00 p.m. Eastern Time on February 10, 2027, but no later than 5:00 p.m. Eastern Time on March 12, 2027, and you must comply with the other provisions of our Bylaws. You should send your nomination to: Remitly Global, Inc., 401 Union Street, Suite 1000, Seattle, WA 98101, Attention: Corporate Secretary. Stockholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for director nominees submitted under the advance notice requirements of our Bylaws must comply with the additional requirements of Rule 14a-19(b).
How do I nominate a director nominee?
| 8 | REMITLY GLOBAL, INC. |
How do I nominate a director nominee?
PROPOSAL NO. 1 ELECTION OF DIRECTORS The number of directors is fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation ("Charter") and Bylaws. Our board of directors currently consists of eleven members. Currently serving members of our board of directors will continue to serve as directors until their terms expire and they do not stand for re-election, or until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification, or removal.
Classified Board of Directors
Classified Board of Directors Our board of directors is divided into three classes of directors that serve staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then-expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Directors in Class II are standing for election at this Annual Meeting, while directors in Class III and Class I will stand for election at the 2027 annual meeting and the 2028 annual meeting, respectively. Our board of directors, upon the recommendation of our nominating and corporate governance committee, has nominated Bora Chung, Laurent Le Moal, and Nigel Morris for election as Class II directors. If elected at this Annual Meeting, the Class II directors will serve until the 2029 annual meeting or until their successors are elected and qualified, or, if earlier, their death, resignation, disqualification, or removal. We evaluated the independence of our directors based on the listing standards of The Nasdaq Stock Market LLC ("Nasdaq"), which is where our common stock is listed, and concluded that each director, except Mr. Oppenheimer, Mr. Hug, and Mr. Gunningham, is independent.
Class II Director Nominees
Class II Director Nominees Bora Chung, 53, has served as a member of our board of directors since November 2020. Ms. Chung served as Chief Experience Officer for Bill.com Holdings, Inc., a cloud-based software company that automates back-office financial operations for small and midsize businesses, from October 2020 to August 2022, and Senior Vice President, Product from December 2018 to September 2020. Prior to joining Bill.com, Ms. Chung served as Chief Product Officer for eBay Korea Co. Ltd., a subsidiary of eBay Inc., a multinational e-commerce corporation, from September 2016 to November 2018, and as Vice President, Product Management for eBay Inc. from December 2014 to August 2016. Ms. Chung currently serves as a strategic advisor to several private companies, and has served on the board of directors of Krafton Inc., a video game publisher based in South Korea, since April 2023. Ms. Chung also previously served as the Director of Worldwide Payments and Financing for Apple Online Stores at Apple Inc., a multinational technology company, from October 2010 to December 2014. Ms. Chung holds an A.B. in Economics from Harvard University and an M.B.A. from the Stanford University Graduate School of Business. We believe Ms. Chung is qualified to serve on our board of directors because of her extensive industry experience, as well as her experience serving as an officer of public companies. Laurent Le Moal, 55, has served as a member of our board of directors since October 2017. Since February 2024, Mr. Le Moal has served as Executive Chairman of myPOS, a payment solutions provider, following its acquisition by Advent International, a global private equity firm. Mr. Le Moal currently also serves on the board of directors of several privately held payments companies, including Network International, a payments company based in the UAE where he also chairs the Risk Committee. Mr. Le Moal previously served as an advisor at Prosus N.V., the international assets division of Naspers Group, a global internet and entertainment group, from September 2023 to November 2025, and as Chief Executive Officer of PayU, a payments and financial technology company division of Naspers Group, from January 2016 to September 2023. From September 2004 to July 2015, Mr. Le Moal was employed at PayPal Holdings, Inc., an online payments company, in various capacities, including most
Class II Director Nominees
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Class II Director Nominees
recently as Vice President and Managing Director for Continental Europe, Russia, Middle East and Africa. Mr. Le Moal received an M.B.A. from the London Business School, a Master in International Management from HEC School of Management in Paris, France, and a Master in International Management from Universita Commerciale Luigi Bocconi in Milan, Italy. We believe Mr. Le Moal is qualified to serve on our board of directors because of his extensive industry experience. Nigel Morris, 67, has served as a member of our board of directors since July 2021. Since January 2008, Mr. Morris has served as Managing Partner of QED Investors, a venture capital fund. Previously, Mr. Morris served as Co-Founder, President and Chief Operating Officer of Capital One Financial Corporation, a bank holding company, from January 1994 to January 2004. Mr. Morris currently serves on the board of several privately held companies, and previously served as a director of AvidXchange, a financial technology company, from 2016 until its acquisition by TPG Inc. and Corpay, Inc. in October 2025. Mr. Morris received an M.B.A. from the London Business School and a B.Sc. in Psychology from the University of East London. We believe Mr. Morris is qualified to serve on our board of directors because of his extensive financial industry experience and his knowledge of the finance industry.
Class I Continuing Directors
Class I Continuing Directors Ryno Blignaut, 53, has served as a member of our board of directors since April 2023. Mr. Blignaut has been an Operating Partner at Khosla Ventures since December 2019 and serves on the board of directors of several privately held companies. From 2018 to 2019, he was President, Chief Financial and Administrative Officer of Restoration Hardware, Inc., a luxury furniture brand, which involved all areas of finance, accounting, treasury, IR, legal, and regulatory compliance. Prior to Restoration Hardware, he acted as Chief Business Officer of Wheels Up Experience Inc., a membership-based private aviation start-up. Mr. Blignaut was Chief Financial and Chief Risk Officer at Xoom Corporation, an electronic money transfer company, from 2005 through its acquisition by PayPal in 2015. Mr. Blignaut previously worked in the U.K. assisting new hedge fund managers with their FCA regulatory compliance, accounting, and tax challenges. Mr. Blignaut holds a B.Comm. (Hons) degree in Accounting from the University of Stellenbosch, South Africa, and is a member of the South African Institute of Chartered Accountants. We believe Mr. Blignaut is qualified to serve on our board of directors because of his financial expertise and industry knowledge and his experience advising technology companies. Phyllis Campbell, 74, has served as a member of our board of directors since April 2023. Ms. Campbell most recently served as the Regional Chair of the Pacific Northwest Region for JPMorgan Chase & Co., a financial services company. Prior to joining JPMorgan Chase & Co. in 2009, she was the President and Chief Executive Officer of The Seattle Foundation and U.S. Bank of Washington. Ms. Campbell currently serves on the board of directors of SanMar Corp., an apparel company, and has previously served on the board of directors of a number of public companies, including Air Transport Services Group, Inc., an aviation company, from January 2021 to April 2025. She holds an M.B.A. from the University of Washington and a bachelor’s degree in business administration from Washington State University. We believe Ms. Campbell is qualified to serve on our board of directors because of her financial expertise, her extensive background in the banking industry, and her leadership experience as both an executive and board member. Sebastian Gunningham, 63, has served as our Chief Executive Officer and a member of our board of directors since February 2026. Prior to joining Remitly, Mr. Gunningham spent more than a decade between 2007 to 2018 at Amazon.com, Inc., a multinational technology company, as a Senior Vice President and member of the executive S-Team, where he led some of the company’s fastest growing global businesses across marketplace, payments, search, and fulfillment. Most recently, he served as Chairman of Santander Consumer Finance and Vice Chairman of Openbank, both of which are a part of Santander Group, between June 2020 and February 2026, helping shape Santander’s transformation into a digital and AI-enabled global financial group. He was previously Chief Executive Officer of Material Bank, a technology and logistics company, from November 2023 to June 2025, and Vice Chair and Co-CEO of WeWork, a global commercial real estate company, from 2018 to 2020, and earlier held senior leadership roles at Oracle and Apple, both multinational technology companies. Mr. Gunningham holds a degree in Mathematical Sciences from Stanford University. We believe Mr. Gunningham is qualified to serve on our board of directors because of his deep expertise in the technology and financial services industries, and his leadership experience as both an executive and board member.
Class I Continuing Directors
| 10 | REMITLY GLOBAL, INC. |
Class I Continuing Directors
Phillip Riese, 76, has served as a member of our board of directors since December 2016. Mr. Riese currently serves on the board of Flywire Corporation, a global payment company, and several privately held companies. Mr. Riese also currently serves as an advisor to several private investment firms. From 1980 to 1998, Mr. Riese served as President, Consumer Card Services and Chairman of American Express Centurion Bank for American Express Financial Corporation, a multinational financial services corporation. From 1977 to 1980, Mr. Riese served as the Division Executive and Vice President, Merchant Services for Chase Bank. Mr. Riese holds an S.M. from Massachusetts Institute of Technology, an M.B.A. from the University of Cape Town, and a B.Comm. in Textile Engineering and Economics from University of Leeds. We believe Mr. Riese is qualified to serve on our board of directors because of his extensive experience in the financial industry and his knowledge of technology companies.
Class III Continuing Directors
Class III Continuing Directors Matthew Oppenheimer, 43, co-founded our Company in 2011, is the chairperson of our board of directors, and has served as a member of our board of directors since 2011. Mr. Oppenheimer previously served as our Chief Executive Officer from May 2011 to February 2026. Prior to co-founding Remitly, Mr. Oppenheimer worked for Barclays plc, a multinational bank and financial services company, from August 2009 to May 2011. Mr. Oppenheimer currently serves on the board of directors of BECU, a credit union. Mr. Oppenheimer holds an M.B.A. from Harvard Business School and a B.A. in Psychology from Dartmouth College. We believe that Mr. Oppenheimer is qualified to serve on our board of directors because of his banking industry experience and his experience as our co-founder and former Chief Executive Officer. Joshua Hug, 47, co-founded our Company in 2011 and has served as a member of our board of directors since 2011. Mr. Hug previously served as our Chief Product Officer from November 2011 to October 2016, as our Chief Operating Officer from October 2016 to May 2024, and as our Vice Chair from May 2024 to May 2025. Prior to co-founding Remitly, Mr. Hug led Shelfari at Amazon.com, Inc., a multinational technology company, from August 2008 to October 2011. Mr. Hug co-founded Shelfari, a private social cataloging website, and served as its Chief Executive Officer from May 2006 to August 2008 prior to its acquisition by Amazon. Mr. Hug holds a B.S. in Computer Science and a B.A. in Mathematics from Whitworth University. We believe that Mr. Hug is qualified to serve on our board of directors because of his deep product and industry experience and his service and experience as our co-founder. Adam Messinger, 54, has served as a member of our board of directors since April 2026. Since November 2018, Mr. Messinger has served as a technical advisor to various technology companies, including Chime Financial Inc., a financial technology company, from March 2021 to October 2023. From March 2013 until December 2016, Mr. Messinger served as the Chief Technology Officer of Twitter, Inc., an online social media company, where he previously served as Vice President of Application Development from April 2012 to March 2013, and Vice President of Platform Development from November 2011 to April 2012. Prior to that, Mr. Messinger was Vice President of Development at Oracle Corporation, a computer technology company, from January 2008 to November 2011. Mr. Messinger has served on the board of directors of ImpactAssets Inc., a non-profit impact investing management company, since July 2025, and previously served on the board of directors of New Relic, Inc., a software analytics company, from April 2014 until June 2022. Mr. Messinger holds a B.S. in Physics and Computer Science from Willamette University and an M.S. in Management from Stanford University. We believe Mr. Messinger is qualified to serve as a member of our board because of his extensive technology industry experience and his knowledge of technology companies. Margaret Smyth, 62, has served as a member of our board of directors since May 2021. Ms. Smyth has served on the board of directors of Etsy, Inc., an e-commerce website, since June 2016, and previously served on the board of directors of Frontier Communications, a telecommunications company, from June 2021 to January 2026. She also currently serves on the boards of several privately held companies. Ms. Smyth served as the U.S. Chief Financial Officer of National Grid plc, a multinational energy company, from October 2014 to June 2021. Prior to that, Ms. Smyth was Vice President of Finance at ConEdison, Inc., an energy company, from August 2012 through September 2014. Earlier in her career, Ms. Smyth served as a Senior Managing Partner at Deloitte & Touche and Arthur Andersen. Ms. Smyth also served on the board of directors of Vonage Holdings Corp., a cloud-based communications provider, from September 2012 to June 2016. Ms. Smyth holds an M.S. in Accounting from NYU Stern School of Business and a B.A. in Economics from Fordham University. Ms. Smyth is
Class III Continuing Directors
| PROXY STATEMENT | 11 |
Class III Continuing Directors
also experienced in advancing sustainability accounting practices and is a Sustainability Accounting Standards Board FSA Credential Holder. We believe that Ms. Smyth is qualified to serve on our board of directors because of her deep experience in public company finance, accounting, and strategic planning and her significant international experience and leadership through her service as an executive and director of global public companies. The election of our directors requires the vote of a plurality of the voting power of the shares present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Withheld votes and broker non-votes will have no effect on the outcome of their election.
Class III Continuing Directors
| The Board recommends a vote “FOR” the election of Ms. Chung, Mr. Le Moal, and Mr. Morris as Class II directors. |
Class III Continuing Directors
| 12 | REMITLY GLOBAL, INC. |
Class III Continuing Directors
Board of Directors The table below provides the names, ages (as of April 24, 2026), and certain other information for each of the directors:
Class III Continuing Directors
| Name | Age | Class | Director Since | Term Expires | Independent | Audit & Risk Committee | Nominating & Corporate Governance Committee | Talent & Compensation Committee | | Bora Chung | 53 | II | 2020 | 2026 | Yes | | | Chair | | Laurent Le Moal | 55 | II | 2017 | 2026 | Yes | | | Member | | Nigel Morris | 67 | II | 2021 | 2026 | Yes | | Member | | | Joshua Hug | 47 | III | 2011 | 2027 | No | | | | | Matthew Oppenheimer† | 43 | III | 2011 | 2027 | No | | | | | Adam Messinger | 54 | III | 2026 | 2027 | Yes | | | Member | | Margaret Smyth | 62 | III | 2021 | 2027 | Yes | Chair | | | | Ryno Blignaut | 53 | I | 2023 | 2028 | Yes | Member | | | | Phyllis Campbell | 74 | I | 2023 | 2028 | Yes | Member | Chair | | | Sebastian Gunningham | 63 | I | 2026 | 2028 | No | | | | | Phillip Riese * | 76 | I | 2016 | 2028 | Yes | | Member | |
Class III Continuing Directors
*Lead Independent Director †Chairperson
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table All compensation paid to Mr. Oppenheimer for the year ended December 31, 2025, is set forth in the section titled “Executive Compensation Tables—Fiscal 2025 Summary Compensation Table.” The following table provides information regarding compensation of our non-employee directors for director service for the year ended December 31, 2025.
Non-Employee Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Ryno Blignaut | — | 621,479 | — | 621,479 | | Phyllis Campbell | 58,788 | 573,676 | — | 632,464 | | Bora Chung | — | 52,577 | — | 52,577 | | Joshua Hug | — | 420,678 | 124,490(5) | 545,168 | | Laurent Le Moal | — | 45,416 | — | 45,416 | | Nigel Morris | — | 42,066 | — | 42,066 | | Phillip Riese | 48,000 | 573,676 | — | 621,676 | | Margaret Smyth | — | 57,352 | — | 57,352 |
Non-Employee Director Compensation Table
(1)As of December 31, 2025, our non-employee directors had the following awards outstanding: Mr. Blignaut held options to purchase 5,000 shares and 36,374 unvested restricted stock units ("RSUs"); Ms. Campbell had 35,183 unvested RSUs; Ms. Chung had 16,549 unvested RSUs; Mr. Hug held options to purchase 530,000 shares and 60,795 unvested RSUs; Mr. Le Moal had 16,371 unvested RSUs; Mr. Morris had 16,287 unvested RSUs; Mr. Riese held options to purchase 480,000 shares and 28,598 unvested RSUs; and Ms. Smyth held options to purchase 46,500 shares and 31,907 unvested RSUs. (2)Each non-employee director, other than Ms. Campbell and Mr. Riese, elected to receive Fee RSUs in lieu of cash compensation. (3)Mr. Blignaut, Ms. Campbell, Mr. Riese, and Mr. Hug each received Annual RSUs that vest in three equal annual installments in the case of Mr. Blignaut, Ms. Campbell, and Mr. Riese, and in two equal annual installments in the case of Mr. Hug, as described in "Non-Employee Director Equity Grants—Annual RSU Grant." Mr. Blignaut, Ms. Campbell, and Mr. Riese were re-elected to the board of directors at the 2025 annual meeting of stockholders, while Mr. Hug transitioned into a non-employee director role effective May 15, 2025. (4)The amounts reported in the Stock Awards column represent the grant date fair value of the RSUs granted to the directors during the year ended December 31, 2025, as computed in accordance with FASB Accounting Standards Codification Topic 718 ("FASB ASC 718"). The assumptions used in calculating these amounts are set forth in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and incorporated by reference herein. (5)Mr. Hug served as our Vice Chair until he transitioned into a non-employee director role effective May 15, 2025. The amount shown in this column includes compensation received in Mr. Hug’s capacity as Vice Chair, which includes (i) a salary of $108,750, (ii) matching 401(k) contributions of $2,175, (iii) contributions to his health savings account of $563, (iv) life insurance premiums paid on Mr. Hug’s behalf of $113, and (v) health insurance premiums paid on Mr. Hug’s behalf of $12,890.
Cap on Director Compensation
Cap on Director Compensation The 2021 Plan places a cap on annual compensation of non-employee directors at $750,000 per director, with a cap of $1,000,000 in the calendar year of such director’s initial service as a non-employee director. This cap takes into account all cash and non-cash compensation (including the dollar value of all equity awards) paid in a single calendar year.
Cap on Director Compensation
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Cap on Director Compensation
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Policies and Practices
practices. The talent and compensation committee (“T&C Committee”) of our board of directors regularly reviews our executive compensation program to ensure that it aligns with our long-term goals. Consistent, frequent review of our compensation program is essential given the dynamic nature of our business, changing labor considerations, and the highly competitive executive talent pool. Our key executive compensation policies and practices for the fiscal year ended December 31, 2025, are set forth below. What we do: •Maintain an Independent T&C Committee. The T&C Committee consists solely of independent directors who establish and regularly evaluate our executive compensation policies and practices. •Retain an Independent Compensation Consultant. The T&C Committee retains a compensation consultant to advise on executive compensation matters independent of management. The compensation consultant’s responsibilities are discussed in the section titled “Compensation-Setting Process – Role of the Compensation Consultant.” •Conduct an Annual Executive Compensation Review. The T&C Committee reviews and approves our executive compensation program and associated strategies on a regular basis, and at least annually, in consultation with management. This assessment includes a determination and review of our compensation peer group from a comparative perspective. This review ensures our executive compensation is structured to reward customer focus and long-term Company success. •Maintain Multi-Year Vesting Requirements. The equity awards granted to our NEOs generally vest over multi-year periods, aligning with current trends and our long-term retention goals. •Maintain “Double Trigger” Change in Control Arrangements. Under our Change in Control and Severance Agreements, our NEOs may be eligible to receive payments and other benefits in the event that both the Company undergoes a change in control and an NEO experiences a qualifying termination of employment, which is a “double-trigger” arrangement. All such payments and benefits are subject to the execution and delivery of an effective general release of claims in favor of the Company. •Conduct Succession Planning. We periodically review with our CEO and the chairperson of the board or lead independent director the succession plans for our most critical senior management positions. Upon request of the board, we evaluate potential successors to executive officer positions and review strategies to accelerate the readiness of candidates identified for such positions. In February 2026, we completed an orderly Chief Executive Officer transition as part of a deliberate succession planning process. For additional information regarding this transition, see the section titled "Board of Directors—Board Leadership Structure." What we don’t do: •No Executive Retirement Plans. We do not currently offer defined benefit pension plans or any non-qualified deferred compensation plans or arrangements specific to our NEOs. Our NEOs are eligible to participate in our 401(k) retirement plan on the same basis as our other employees. •Limited Perquisites. Perquisites or other personal benefits are not a significant part of our compensation program for our NEOs. •No Gross-Ups on Any Change in Control Payments. We do not provide our NEOs with “golden parachute” excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. •No Special Health or Welfare Benefits. We do not provide our NEOs with any health or welfare benefit programs, other than participation in our broad-based employee programs on the same basis as our other full-time, salaried employees. •No Hedging of Company Stock. Under our Insider Trading Policy, our employees, including our NEOs, and the members of our board are prohibited from engaging in short sales and transactions involving options or other derivative securities on our stock, such as puts and calls, whether on an exchange or in any other market. This includes any hedging or similar transaction designed to decrease the risks associated with holding our common stock.
Role of the Compensation Consultant
Role of the Compensation Consultant The T&C Committee has the authority to retain compensation advisors and other compensation consultants to assist them, including by providing information, analysis, and other advice regarding the compensation of our NEOs. The T&C Committee also has the sole authority to approve the fees and other retention terms of such advisors, which serve at the discretion of, and report directly to, the T&C Committee. The T&C Committee reviews the engagement of Compensia, Inc., a national compensation consulting firm (“Compensia”), as the Company’s current external compensation consultant, annually. For the year ended December 31, 2025, the T&C Committee continued to engage Compensia as its independent consultant to provide advice and resources to assist the T&C Committee with assessing the effectiveness of the Company’s executive compensation strategy and program, including by analyzing competitive pay practices for our NEOs, and advising on data analysis and selection of our compensation peer group.
Role of the Compensation Consultant
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Role of the Compensation Consultant
During the fiscal year ended December 31, 2025, Compensia attended the meetings of the T&C Committee as requested. In doing so, Compensia provided various services, including the following: •the review, analysis, and selection of our compensation peer group and other comparable companies; •the review and analysis of base salary levels; •the review of this Compensation Discussion and Analysis; •the review of annual cash incentive opportunities and long-term incentive compensation opportunities of our NEOs against competitive market data, including on peer dilution and burn rates, of the companies in our compensation peer group and based on selected broad-based compensation surveys; •an assessment of executive compensation trends, including equity spend and vesting schedules, within our industry, and an update on corporate governance and regulatory issues and developments; •recommendations regarding the amount and form of executive compensation; •a risk assessment of executive compensation; •consultation with the T&C Committee chair or the independent directors between meetings; and •support on other ad hoc matters throughout the fiscal year. For the fiscal year ended December 31, 2025, Compensia did not provide any other services to us. The T&C Committee has assessed the independence of Compensia pursuant to the applicable Nasdaq listing standards and SEC rules and concluded that Compensia is independent and that Compensia’s work for the T&C Committee does not raise any conflict of interest.
Use of Competitive Data
Use of Competitive Data The T&C Committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing the compensation of our NEOs against competitive data, the T&C Committee reviews and considers the compensation levels and practices of a select group of peer companies. The competitive data drawn from this compensation peer group is only one of several factors considered in making decisions and recommendations with respect to the compensation of our NEOs. The compensation peer group for purposes of setting fiscal 2025 compensation of our NEOs, which was developed by the T&C Committee with the assistance of Compensia, was composed of publicly traded technology companies. In identifying and recommending the companies to comprise the compensation peer group, the T&C Committee and Compensia also considered revenue and market capitalization relative to Remitly. The T&C Committee updated the peer group for 2025 to add three technology companies with comparable key financial metrics and to remove three companies due to acquisitions or lack of comparability. This compensation peer group for purposes of determining compensation of our NEOs for the year ended December 31, 2025, consisted of the following companies:
Use of Competitive Data
| ACI Worldwide, Inc. (NASDAQ: ACIW) | Marqeta, Inc. (NASDAQ: MQ) | | Affirm Holdings, Inc. (NASDAQ: AFRM) | NerdWallet, Inc. (NASDAQ: NRDS) | | AppFolio, Inc. (NASDAQ: APPF) | Paylocity Holding Corporation (NASDAQ: PCTY) | | BILL Holdings, Inc. (NYSE: BILL) | Paymentus Holdings, Inc. (NYSE: PAY) | | BlackLine, Inc. (NASDAQ: BL) | Payoneer Global Inc. (NASDAQ: PAYO) | | EVERTEC, Inc. (NYSE: EVTC) | Q2 Holdings, Inc. (NYSE: QTWO) | | Flywire Corporation (NASDAQ: FLYW) | Shift4 Payments, Inc. (NYSE: FOUR) | | Jack Henry & Associates, Inc. (NASDAQ: JKHY) | SoFi Technologies, Inc. (NASDAQ: SOFI) | | LendingClub Corporation (NYSE: LC) | Toast, Inc. (NYSE: TOST) | | Lightspeed Commerce Inc. (NYSE: LSPD) | Wise plc. (LSE: WISE) |
Use of Competitive Data
| 30 | REMITLY GLOBAL, INC. |
Compensation Elements
| Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Attract and retain executives by providing a fixed compensation amount that is competitive | | Long-Term Equity Awards | Variable | Equity awards in the form of options to purchase shares of our common stock and RSU awards that settle in shares of our common stock upon vesting | Align the interests of our executives with our stockholders by motivating them to create long-term value |
Equity Compensation
Equity Compensation Equity represents a significant portion of each executive’s total compensation. Equity awards align the interests of our executives with the interests of our stockholders and incentivize our NEOs to create sustainable, long-term value for our stockholders, since the realized value of these equity awards bears a direct relationship to our stock price. Additionally, equity awards provide an important tool for us to retain our NEOs, as awards generally are subject to vesting over a multi-year period subject to continued service with the Company. We provide a mix of equity awards, including RSUs and stock options to our NEOs. Awards of RSUs create alignment with our stockholders by providing both an upside and a downside tied to Company performance. Stock options provide executives with an opportunity to participate in stock price appreciation above the option’s exercise price, creating the incentive to continue to drive growth. The T&C Committee approves equity awards on a regular basis. In 2025, the T&C Committee granted equity awards to certain executives and employees of the Company, including Mr. Mehta, Mr. Sinha, Mr. Sharma, and Ms. Somalya, under the 2021 Plan. While the T&C Committee recommended that Mr. Oppenheimer be included in these awards, Mr. Oppenheimer declined to be considered for an equity award in recognition of industry-wide stockholder focus on dilution and to further support employee performance awards granted in the 2025 fiscal year. The equity awards granted to our NEOs during 2025 are set forth below in the section titled “Executive Compensation Tables.”
Equity Compensation
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Bonuses
Bonuses We do not provide annual cash bonuses or maintain non-equity incentive compensation plans. Instead, equity compensation represents a significant portion of total compensation for our employees, including our NEOs, which we believe keeps the focus on delivering long-term returns and results, and ties our executives’ compensation to our stockholder returns. For new-hires, we consider signing bonuses and typically provide a cash payment in lieu of an equity grant that, subject to the continued service of the individual, is paid in accordance with a vesting schedule. Additionally, we consider potential long-term cash compensation arrangements for our NEOs in connection with our periodic evaluation of their overall compensation packages.
Tax and Accounting Considerations for Stock-Based Compensation
Tax and Accounting Considerations for Stock-Based Compensation The T&C Committee takes applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program, plans, and arrangements for our executive officers and other employees. Chief among these considerations is FASB ASC Topic 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, FASB ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to members of our board of directors, our executive officers, and other employees. In most cases, this compensation expense is based on the grant date fair value of the equity award and will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards. COMPENSATION COMMITTEE REPORT The Talent & Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” contained in this proxy statement. Based on its review and discussions, the Talent & Compensation Committee approved the “Compensation Discussion and Analysis” for inclusion in this proxy statement and the Company’s Annual Report on Form 10-K for our fiscal year ended December 31, 2025. Members of the Talent & Compensation Committee: Bora Chung (Chair) Laurent Le Moal
Fiscal 2025 Summary Compensation Table
Fiscal 2025 Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the fiscal years ended December 31, 2025, 2024, and 2023, as applicable. For fiscal year 2025, our NEOs included (i) our Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) the three next most highly compensated executive officers. Effective February 19, 2026, Mr. Oppenheimer transitioned the role of Chief Executive Officer to Mr. Gunningham as part of an orderly succession and transition plan. Mr. Oppenheimer continues to serve as chairperson of the board of directors.
Fiscal 2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Matthew Oppenheimer Chairperson and Chief Executive Officer | 2025 | 290,000 | — | — | — | — | 6,100 | 296,100 | | | 2024 | 290,000 | — | — | — | — | 6,100 | 296,100 | | | 2023 | 290,000 | — | — | — | — | 1,149 | 291,149 | | Vikas Mehta(3) Chief Financial Officer | 2025 | 290,000 | 1,000,000 | 1,703,051 | — | — | 6,850 | 2,999,901 | | | 2024 | 107,652 | 500,000 | 12,652,500 | — | — | 1,602 | 13,261,754 | | Ankur Sinha Chief Product and Technology Officer | 2025 | 290,000 | — | 3,798,301 | — | — | 300 | 4,088,601 | | | 2024 | 290,000 | — | 9,802,602 | — | — | 300 | 10,092,902 | | | 2023 | 290,000 | — | — | — | — | 149 | 290,149 | | Pankaj Sharma Chief Business Officer | 2025 | 290,000 | — | 3,631,674 | — | — | 7,475 | 3,929,149 | | | 2024 | 316,033(4) | — | 4,900,308 | — | — | 187,130 | 5,403,470 | | | 2023 | 305,556(4) | — | 3,632,850 | — | — | 18,801 | 3,957,207 | | Saema Somalya(3) Chief Legal and Corporate Affairs Officer | 2025 | 290,000 | — | 1,721,461 | — | — | 6,100 | 2,017,561 |
Fiscal 2025 Summary Compensation Table
1.The amounts reported reflect the grant date fair value of RSU awards granted to the named executive officers during the years ended December 31, 2025, 2024, and 2023, as computed in accordance with FASB ASC 718. The assumptions that we used to calculate these amounts are discussed in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and incorporated by reference herein. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. 2.Amounts shown in this column include the following for 2025: for Messrs. Oppenheimer, Mehta, Sharma, and Ms. Somalya, matching 401(k) contributions of $5,800 each, and for Messrs. Mehta and Sharma, contributions to their health savings account of $750 and $1,375, respectively. Amounts shown in this column also include life insurance premiums paid on behalf of our NEOs, where applicable. 3.Mr. Mehta’s compensation is only shown for the fiscal years ended December 31, 2025 and 2024 because he was not an NEO during the fiscal year ended December 31, 2023. Ms. Somalya’s compensation is only shown for the fiscal year ended December 31, 2025 because she was not an NEO during the fiscal years ended December 31, 2024 or 2023. 4.For a portion of 2024, Mr. Sharma’s salary was paid in British pounds, which was converted to U.S. dollars using the closing foreign exchange rate of GBP/USD for December 31, 2024, at £1/$1.2516. For 2024, Mr. Sharma’s salary also included a vacation payout in an amount equal to $18,485. For 2023, Mr. Sharma’s salary was paid in British pounds, which was converted to U.S. dollars using the exchange rate of 1.27313 as of December 31, 2023.
Fiscal 2025 Summary Compensation Table
| 34 | REMITLY GLOBAL, INC. |
Fiscal 2025 Grants of Plan-Based Awards Table
Fiscal 2025 Grants of Plan-Based Awards Table The table below sets forth the plan-based awards and opportunities granted to our NEOs during fiscal year ended December 31, 2025.
Fiscal 2025 Grants of Plan-Based Awards Table
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Vikas Mehta | 4/12/2025 | 83,442 | 1,703,051 | | Ankur Sinha | 4/12/2025 | 186,100 | 3,798,301 | | Pankaj Sharma | 4/12/2025 | 177,936 | 3,631,674 | | Saema Somalya | 4/12/2025 | 84,344 | 1,721,461 |
Fiscal 2025 Grants of Plan-Based Awards Table
1.The amounts reported reflect the grant date fair value of RSU awards granted to the named executive officers in fiscal year 2025, as computed in accordance with FASB ASC 718. The assumptions that we used to calculate these amounts are discussed in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and incorporated by reference herein. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
Fiscal 2025 Grants of Plan-Based Awards Table
| PROXY STATEMENT | 35 |
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards | | | | | Stock Awards | | | Name | Option/Stock Award Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Matthew Oppenheimer | 5/11/2021(3) | 375,000 | — | 6.55 | 5/11/2031 | — | — | | | 8/12/2021(4) | 425,000 | — | 14.11 | 8/12/2031 | — | — | | Vikas Mehta | 9/16/2024(5) | — | — | — | — | 710,937 | 9,810,931 | | | 4/12/2025(6) | — | — | — | — | 83,442 | 1,151,500 | | Ankur Sinha | 4/25/2022(7) | — | — | — | — | 66,581 | 918,818 | | | 4/16/2024(8) | — | — | — | — | 305,896 | 4,221,365 | | | 12/8/2024(9) | — | — | — | — | 200,000 | 2,760,000 | | | 4/12/2025(10) | — | — | — | — | 186,100 | 2,568,180 | | Pankaj Sharma | 2/2/2018(11) | 7,500 | — | 1.70 | 2/2/2028 | — | — | | | 8/31/2018(12) | 32,500 | — | 1.70 | 8/31/2028 | — | — | | | 12/30/2019(13) | 1,000 | — | 2.51 | 12/30/2029 | — | — | | | 4/22/2020(14) | 5,833 | — | 2.00 | 4/22/2030 | — | — | | | 4/22/2020(15) | 11,667 | — | 2.00 | 4/22/2030 | — | — | | | 4/22/2021(16) | 39,999 | — | 6.55 | 4/22/2031 | — | — | | | 4/22/2021(17) | 80,000 | — | 6.55 | 4/22/2031 | — | — | | | 4/29/2023(18) | — | — | — | — | 31,248 | 431,222 | | | 4/16/2024(19) | — | — | — | — | 1,543 | 21,293 | | | 4/16/2024(20) | — | — | — | — | 262,336 | 3,620,237 | | | 4/12/2025(21) | — | — | — | — | 26,307 | 363,037 | | | 4/12/2025(22) | — | — | — | — | 142,860 | 1,971,468 | | Saema Somalya | 4/29/2023(23) | — | — | — | — | 21,722 | 299,764 | | | 4/16/2024(24) | — | — | — | — | 156,856 | 2,164,613 | | | 4/12/2025(25) | — | — | — | — | 3,944 | 54,427 | | | 4/12/2025(26) | — | — | — | — | 80,400 | 1,109,520 |
Outstanding Equity Awards at Fiscal Year-End Table
1.All of the outstanding option awards were granted under the 2011 Equity Incentive Plan (the “2011 Plan”) and all of the outstanding stock awards were granted under the 2021 Plan. 2.The market value of unvested stock awards is based on the closing price of our common stock on December 31, 2025, of $13.80. 3.The option vested 1/11 on May 1, 2023, and then 1/11 of the option vested each month thereafter. 4.The option vested 1/12 on April 1, 2024, and then 1/12 of the option vested each month thereafter. 5.The RSUs vested 15% on August 25, 2025, 3.75% of the RSUs vested or will vest for the next 4 quarters, and then 8.75% of the RSUs will vest for the remaining 8 quarters. 6.The RSUs will vest 1/2 on November 25, 2028, and then 1/2 of the RSUs will vest the following quarter. 7.The RSUs vested 1/4 on February 25, 2023, and then 1/16 of the RSUs vested or will vest each quarter thereafter. 8.The RSUs will vest 1/8 on May 25, 2026, and then 1/8 of the RSUs will vest each quarter thereafter. 9.The RSUs will vest 1/8 on May 25, 2026, and then 1/8 of the RSUs will vest each quarter thereafter. 10.The RSUs will vest 1/4 on May 25, 2028, and then 1/4 of the RSUs will vest each quarter thereafter. 11.The option vested 1/4 on January 29, 2019, and then 1/48 of the option vested each month thereafter. 12.The option vested 1/48 on September 13, 2018, and then 1/48 of the option vested each month thereafter. 13.The option vested 100% on October 30, 2019.
Outstanding Equity Awards at Fiscal Year-End Table
| 36 | REMITLY GLOBAL, INC. |
Outstanding Equity Awards at Fiscal Year-End Table
14.The option vested 1/7 on February 1, 2022, and then 1/7 of the option vested each month thereafter. 15.The option vested 1/7 on September 1, 2022, and then 1/7 of the option vested each month thereafter. 17.The option vested 1/24 on April 1, 2023, and then 1/24 of the option vested each month thereafter. 18.The RSUs vested 1/4 on May 25, 2025, and then 1/4 of the RSUs will vest each quarter thereafter. 19.The RSUs vested 1/4 on May 25, 2025, and then 1/4 of the RSUs will vest each quarter thereafter. 20.The RSUs will vest 1/8 on May 25, 2026, and then 1/8 of the RSUs will vest each quarter thereafter. 21.The RSUs vested 1/12 on May 25, 2025, and then 1/12 of the RSUs will vest each quarter thereafter. 22.The RSUs will vest 1/4 on May 25, 2028, and then 1/4 of the RSUs will vest each quarter thereafter. 23.The RSUs vested 1/4 on May 25, 2025, and then 1/4 of the RSUs will vest each quarter thereafter. 24.The RSUs will vest 1/8 on May 25, 2026, and then 1/8 of the RSUs will vest each quarter thereafter.
Outstanding Equity Awards at Fiscal Year-End Table
| PROXY STATEMENT | 37 |
Fiscal 2025 Option Exercises and Stock Vested Table
Fiscal 2025 Option Exercises and Stock Vested Table The table below sets forth information relating to option awards exercised and RSU awards vested for the fiscal year ended December 31, 2025.
Fiscal 2025 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Matthew Oppenheimer | 1,703,027 | 29,240,974 | — | — | | Vikas Mehta | — | — | 164,063 | 2,910,147 | | Ankur Sinha | — | — | 266,323 | 5,232,582 | | Pankaj Sharma | — | — | 136,919 | 2,659,971 | | Saema Somalya | — | — | 125,638 | 2,580,230 |
Fiscal 2025 Option Exercises and Stock Vested Table
1.Value realized on exercise of option awards is calculated based on the difference between the closing price of our common stock on the date of exercise and the option exercise price. 2.Value realized on vesting of stock awards is calculated based on the closing stock price on the date the stock award vested. Where the stock award vested on a weekend or a holiday, the value realized on the vesting of such award was calculated based on the closing stock price on the business day immediately preceding the vesting date.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Fiscal 2025 Potential Payments upon Termination or Change in Control
Fiscal 2025 Potential Payments upon Termination or Change in Control The tables below set forth the potential payments that would have been provided to each of our NEOs under each of the circumstances specified below if they had terminated employment with us effective December 31, 2025. The estimated benefit amount of unvested RSUs was calculated by multiplying the number of unvested RSUs subject to acceleration by the closing price of our common stock on December 31, 2025, which was $13.80. The estimated benefit amount of unvested stock options was calculated by multiplying the number of unvested in-the-money stock options subject to acceleration by the difference between the exercise price of the option and the closing price of our common stock on December 31, 2025, which was $13.80.
Pay Ratio
Pay Ratio We calculated the median employee’s annual total compensation for 2025 using the same methodology that is used to calculate our Chief Executive Officer’s annual total compensation set forth in the section titled "Executive Compensation Tables—Fiscal 2025 Summary Compensation Table." The 2025 annual total compensation of Mr. Oppenheimer was $296,100, the 2025 annual total compensation of our median compensated employee was $28,656, and the ratio of these amounts is 10.3 to one. We believe we compensate our employees competitively based on their roles and geographies, and attracting, recruiting, growing, and retaining globally diverse talent enables us to deliver on our brand’s promise to customers. The pay ratio disclosed above reflects differences in cost of living, as we did not make any cost-of-living adjustments in calculating the median employee compensation, and market compensation in Nicaragua, where our median employee is located. Our reported CEO pay ratio is an estimate calculated in a manner consistent with SEC rules for identifying the median employee and determining the ratio of their compensation to that of our CEO. These rules permit companies to employ a wide range of methodologies, estimates, and assumptions. CEO pay ratios reported by other companies, which may have used other permitted methodologies or assumptions, and which may have a significantly different work force structure from ours, are not necessarily comparable to our CEO pay ratio.
Pay Ratio
| PROXY STATEMENT | 41 |
Pay Ratio
Pay Versus Performance The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our NEOs, as calculated in accordance with SEC disclosure rules. For additional information regarding the Company’s approach to executive compensation and an explanation of how executive compensation decisions are made, please refer to the section titled “Compensation Discussion and Analysis.” The table below is required to include, for 2025, 2024, 2023, 2022, and 2021, compensation actually paid to the CEO and the average compensation actually paid for non-CEO NEOs. Compensation actually paid represents a calculation of compensation that differs significantly from the summary compensation table calculation of compensation, as well as the way in which the Company views annual compensation decisions, as discussed in the section titled “Compensation Discussion and Analysis.” The below table also provides information on the Company’s total shareholder return ("TSR"), the cumulative TSR of our peer group, and net income attributable to the Company. The Company does not use any financial performance measures to link executive compensation actually paid to Company performance, and as permitted by the SEC, is not required to disclose either a “company-selected measure,” as defined by the SEC in Item 402(v), or such company-selected measure’s relationship to executive compensation actually paid.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 | | | | | | | | | Investment Based On: | | | | Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Company TSR ($)(4) | Peer Group TSR ($)(5) | (GAAP) Net Income (Loss) ($) | | 2025 | 296,100 | 358,601 | 3,258,803 | (2,045,397) | 28 | 121 | 67,933,000 | | 2024 | 296,100 | (689,484) | 7,550,633 | 7,215,976 | 47 | 117 | (36,978,000) | | 2023 | 291,149 | 7,452,758 | 3,081,470 | 8,155,360 | 40 | 88 | (117,840,000) | | 2022 | 293,125 | (14,678,101) | 5,027,041 | 2,284,924 | 24 | 66 | (114,019,000) | | 2021 | 8,676,815 | 30,813,221 | 3,274,545 | 10,849,663 | 43 | 97 | (38,756,000) |
Pay Versus Performance Table
(1) Mr. Oppenheimer served as the principal executive officer (“PEO”) for the entirety of 2025, 2024, 2023, 2022, and 2021. The Company’s other NEOs were Mr. Mehta, Mr. Sinha, Mr. Sharma, and Ms. Somalya for 2025; Mr. Mehta, Mr. Sinha, Mr. Sharma, Mr. Munipalli, and Ms. Yoakum for 2024; Mr. Hug, Mr. Munipalli, Mr. Sharma, and Ms. Yoakum for 2023; Mr. Hug, Mr. Munipalli, Mr. Sinha, Ms. Yoakum, and Ms. Morgan for 2022; and Mr. Hug and Ms. Morgan for 2021. Mr. Mehta joined the Company in August 2024 and Mr. Munipalli resigned as our Chief Financial Officer effective as of August 2024 and remained employed with Remitly as a non-officer employee through September 2024. Mr. Munipalli and Mr. Sinha joined the Company in July and February 2022, respectively, and Ms. Morgan resigned as our Chief Financial Officer effective as of July 2022 and remained employed with Remitly as a non-officer employee through October 2022. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Oppenheimer and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for that applicable year, other than Mr. Oppenheimer. (3) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Oppenheimer and for the average of the other NEOs is set forth in the table below. (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested in our common stock on September 23, 2021, the date of our initial public offering, using the closing stock price of the day of our initial public offering. TSR represents cumulative TSR over the following measurement periods: for 2025, September 23, 2021, to December 31, 2025; for 2024, September 23, 2021, to December 31, 2024; for 2023, September 23, 2021, to December 31, 2023; for 2022, September 23, 2021, to December 31, 2022; and for 2021, September 23, 2021, to December 31, 2021. The stockholder return shown in the table is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns. (5) The peer group used is the NASDAQ KBW Financial Technology Index, which is the same peer group the Company uses for its disclosure under Item 201(e) of Regulation S-K.
Pay Versus Performance Table
| 42 | REMITLY GLOBAL, INC. |
Pay Versus Performance Table
The table below details the adjustments made to the summary compensation table total to calculate the compensation actually paid to our NEOs each year:
Pay Versus Performance Table
| | | (Minus) | Plus | Plus/(Minus) | Plus | Plus/(Minus) | (Minus) | | | Year | Summary Compensation Table Total ($) | Grant Date Fair Value of Stock and Option Awards Granted in Fiscal Year ($) | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year ($) | Change in Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Prior Fiscal Years ($) | Fair Value at Vesting of Stock and Option Awards Granted in Fiscal Year that Vested During Fiscal Year ($) | Change in Fair Value as of Vesting Date of Stock and Option Awards Granted in Prior Years for Which All Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) | Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Granted in the Prior Fiscal Year that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) | Equals Compensation Actually Paid ($) | | Mr. Oppenheimer | | | | | | | | | | 2025 | 296,100 | — | — | — | — | 62,501 | — | 358,601 | | 2024 | 296,100 | — | — | 177,195 | — | (1,162,780) | — | (689,484) | | 2023 | 291,149 | — | — | 3,834,994 | — | 3,326,615 | — | 7,452,758 | | 2022 | 293,125 | — | — | (8,555,998) | — | (6,415,228) | — | (14,678,101) | | 2021 | 8,676,815 | (8,383,750) | 11,350,885 | 14,967,404 | — | 4,201,866 | — | 30,813,221 | | Other NEOs (Average) | | | | | | | | | | 2025 | 3,258,803 | (2,713,622) | 1,804,533 | (3,852,483) | 39,475 | (582,103) | — | (2,045,397) | | 2024 | 7,550,633 | (7,165,930) | 8,409,754 | 353,774 | — | (416,588) | (1,515,667) | 7,215,976 | | 2023 | 3,081,470 | (2,689,303) | 2,451,440 | 2,641,486 | 627,452 | 2,042,816 | — | 8,155,360 | | 2022 | 5,027,041 | (4,714,409) | 4,928,481 | (1,312,363) | 100,478 | (1,038,659) | (705,645) | 2,284,924 | | 2021 | 3,274,545 | (2,979,793) | 5,472,828 | 3,510,006 | 130,960 | 1,441,117 | — | 10,849,663 |
Compensation Actually Paid Compared to TSR and Net Loss
Compensation Actually Paid Compared to TSR and Net Loss TSR and net income are some indicators of the Company’s overall financial performance that may impact the value of NEOs’ total compensation; however, other factors are considered in setting NEOs’ compensation (though as noted above, we do not use any other financial performance measures in determining executive compensation). For additional information regarding the Company’s approach to executive compensation, please refer to the section titled “Compensation Discussion and Analysis.” The following charts illustrate the relationship between compensation actually paid to the PEO and the NEOs of the Company, as calculated per the SEC disclosure rules, and TSR and net income.
Compensation Actually Paid Compared to TSR and Net Loss
| PROXY STATEMENT | 43 |
Compensation Actually Paid Compared to TSR and Net Loss
The Company does not, and is not required to, use any financial performance measures to link executive compensation actually paid to Company performance, and as permitted by the SEC, is not required to disclose a tabular list of its most important financial performance measures.
Compensation Actually Paid Compared to TSR and Net Loss
| 44 | REMITLY GLOBAL, INC. |
Compensation Actually Paid Compared to TSR and Net Loss
EQUITY COMPENSATION PLAN INFORMATION The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2025, each of which was approved by our stockholders. These plans include the 2011 Plan, the 2021 Plan, and our Employee Stock Purchase Plan (as amended, the “ESPP”), as further described below.
Compensation Actually Paid Compared to TSR and Net Loss
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights(1) | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(3) | | Equity Compensation Plans Approved By Stockholders | 25,959,110 | $5.98 | 25,224,796 | | Total | 25,959,110 | | 25,224,796 |
Compensation Actually Paid Compared to TSR and Net Loss
(1)Consists of RSUs and options granted to purchase common stock under the 2011 Plan and the 2021 Plan. Excludes potential shares to be issued under our ESPP. (2)Excludes restricted stock units because they have no exercise price. (3)Consists of shares of common stock available for issuance under our 2021 Plan, as well as shares available for issuance under our ESPP.
Compensation Actually Paid Compared to TSR and Net Loss
| PROXY STATEMENT | 45 |
Compensation Actually Paid Compared to TSR and Net Loss
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS There are no transactions or series of similar transactions since January 1, 2025, in which we were, are, or will be a participant, in which the amounts involved exceeded or will exceed $120,000, and in which any of our directors, director nominees, executive officers, beneficial holders of more than 5% of any class of our capital stock, and immediate family members of each of the foregoing had a direct or indirect material interest, other than compensation arrangements, which are described under the sections titled "Director Compensation," "Compensation Discussion and Analysis," and “Executive Compensation Tables.”
Indemnification Agreements with our Directors and Officers
Indemnification Agreements with our Directors and Officers We have entered into indemnification agreements with each of our directors and our NEOs. The indemnification agreements, our Charter, and our Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Subject to very limited exceptions, our Bylaws will also require us to advance expenses incurred by our directors and officers.
Indemnification Agreements with our Directors and Officers
| 46 | REMITLY GLOBAL, INC. |
Indemnification Agreements with our Directors and Officers
PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Pursuant to Section 14A of the Exchange Act, stockholders have the opportunity to vote on this non-binding advisory proposal regarding the compensation of our named executive officers ("Say on Pay"). The advisory vote to approve executive compensation is a non-binding vote on the compensation of our NEOs as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the policies and practices described in this proxy statement. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our NEOs and will not be binding on us, the board of directors, or the T&C Committee. The Say on Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation policies and practices, which the T&C Committee will be able to consider when determining future executive compensation. Our board of directors and our T&C Committee value the opinions of our stockholders. In 2023, our stockholders approved the recommendation of our board of directors to hold a Say on Pay vote annually. Unless our board of directors modifies its policy, the next Say on Pay vote is expected to occur at the Company’s 2027 annual meeting of stockholders. We are asking our stockholders to approve the compensation of our NEOs as described in this proxy statement by voting in favor of the following non-binding resolution: “RESOLVED, that the stockholders of Remitly Global, Inc. approve, on a non-binding advisory basis, the compensation of Remitly Global, Inc.’s named executive officers, as disclosed in Remitly Global, Inc.’s proxy statement for the 2026 annual meeting of stockholders pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, the compensation tables, and related narrative disclosures.” For more information about the compensation that we paid to our NEOs during the year ended December 31, 2025, please refer to the sections of this proxy statement titled “Compensation Discussion and Analysis" and "Executive Compensation Tables.”