Independent
Tenure on this board
5.0 yrs
3 nominees · 3 ballot items.
Three proposals: election of three Class II directors; ratification of PricewaterhouseCoopers LLP as independent auditor for 2026; and a non-binding advisory vote to approve named executive officers’ compensation (say-on-pay).
Elect three Class II directors — Alex Finkelstein, Matthew Harris, and Gretchen Howard — to serve until the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Flywire Corporation’s independent registered public accounting firm for the year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of Flywire’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the overall compensation of Flywire’s named executive officers as disclosed in the proxy statement (a standard "say-on-pay" item). Management seeks approval to affirm its compensation philosophy and program, which it describes as market-competitive, pay-for-performance and heavily weighted toward equity to align executives with long-term stockholder value. The People & Compensation Committee emphasizes annual cash incentives tied to corporate metrics (Revenue Less Ancillary Services (FXN) growth rate and adjusted EBITDA margin) and material RSU grants that vest over multi-year schedules; in 2025 the committee also increased target bonuses and granted significant RSUs. Contextually, Flywire reported strong in-year operational metrics in 2025 (revenue and payment volume growth, adjusted EBITDA margin) but its cumulative TSR has underperformed the Information Technology peer index over the multi-year period, which can increase scrutiny of executive pay. Following the 2025 say-on-pay vote, management conducted targeted stockholder outreach and implemented governance and compensation changes — including a one-year post-vesting holding requirement beginning in 2026 and peer-group adjustments — to address investor feedback. Management’s counter-argument to potential criticism is that most compensation is equity-based and thus aligned to long-term performance, while the annual cash program is intended to reward in-year operational execution; the compensation committee retains discretion to adjust measures for significant transactions. The proposal is advisory and non-binding, but a negative outcome could prompt further engagement, program adjustments or heightened stockholder scrutiny; conversely, strong support would validate the current mix of metrics, incentive design and recent enhancements. The Board recommends FOR and will consider the advisory vote results when making future compensation decisions, reflecting customary governance responsiveness to investor sentiment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Voss Capital, LP | 11.0% | 13,625,000 | $159M |
| 2 | CADIAN CAPITAL MANAGEMENT, LP | 5.4% | 6,618,119 | $77M |
| 3 | Temasek Holdings (Private) Ltd | 5.0% | 6,173,385 | $72M |
| 4 | Divisadero Street Capital Management, LP | 4.9% | 6,070,594 | $71M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 5,044,165 | $59M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.0% | 4,976,560 | $58M |
| 7 | BlackRock, Inc. | 3.4% | 4,201,227 | $49M |
| 8 | JENNISON ASSOCIATES LLC | 3.3% | 4,031,056 | $47M |
| 9 | BlackRock, Inc. | 2.7% | 3,365,830 | $39M |
| 10 | MANGROVE PARTNERS IM, LLC | 2.4% | 3,014,997 | $35M |
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