SEC Form DEF 14A filed by Flywire Corporation Voting

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Filed by a party other than the Registrant  ☐

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April 22, 2024

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Flywire Corporation (Flywire) that will be held on Tuesday, June 4, 2024 at 9:30 a.m. EDT (the Annual Meeting). The Annual Meeting will be held virtually via live audio webcast on the internet at www.virtualshareholdermeeting.com/FLYW2024. Even though our Annual Meeting will be held virtually, stockholders will still have the ability to participate in the meeting and vote their shares at the Annual Meeting if they wish.

Details regarding the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our annual report on Form 10-K for the year ended December 31, 2023. We encourage you to read this information carefully. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone or by mailing a proxy card, if you have requested one. Please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail regarding each of these voting options.

Thank you for your ongoing support of Flywire.

Very truly yours,

Michael Massaro

FLYWIRE CORPORATION

141 Tremont St., 10^th Floor

Boston, Massachusetts 02111

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and vote on the internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers about Procedural Matters.”

A Notice of Internet Availability of Proxy Materials (Notice) has been mailed to stockholders of record on or about April 22, 2024. The Notice contains instructions on how to access our proxy statement for our 2024 Annual Meeting of Stockholders and our annual report on Form 10-K for the year ended December 31, 2023 (together, the proxy materials). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following internet address: www.proxyvote.com.

By order of the Board of Directors,

Michael Massaro

This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about April 22, 2024.

FLYWIRE CORPORATION

141 Tremont St., 10^th Floor

Boston, Massachusetts 02111

This proxy statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2024 Annual Meeting of Stockholders (the Annual Meeting) to be held at 9:30 a.m. EDT on Tuesday, June 4, 2024, and any postponements or adjournments thereof. The Annual Meeting will be held virtually via a live audio webcast on the internet at www.virtualshareholdermeeting.com/FLYW2024. There will not be a physical meeting location available for in-person participation. We believe holding our Annual Meeting online will facilitate greater stockholder attendance while still providing comparable rights and opportunities to participate, including the ability to ask questions, as a stockholder would have if he, she or they were attending our Annual Meeting in person. Beginning on or about April 22, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access our proxy materials. As used in this proxy statement, the terms “Flywire,” the “Company,” “we,” “us,” and “our” mean Flywire Corporation unless the context indicates otherwise. Unless otherwise noted or unless the context provides otherwise, all references in this proxy statement to our “common stock” refers to our voting common stock.

You can find directions on how to instruct us to send future proxy materials to you by email at www.proxyvote.com. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Beneficial owners—Many Flywire stockholders hold their shares through a broker, bank, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee (commonly referred to as being held in “street name”), you are considered the “beneficial owner” of such shares. The Notice was forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record.

As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since beneficial owners are not stockholders of record, you may not vote your shares at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted with respect to a particular matter.

Under the General Corporation Law of the State of Delaware, abstentions and broker “non-votes” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Beneficial owners—If you are a beneficial owner holding shares through a bank, broker or other nominee, please refer to your Notice or other information forwarded by your bank or broker to see which voting options are available to you.

Beneficial owners—If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. However, several large brokers have recently eliminated the practice of discretionary voting of uninstructed shares, including on matters generally identified as “routine”. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Plurality—Directors will be elected by a plurality of the votes cast at the meeting. Consequently, the director nominees receiving the most votes of the holders of our common stock will be elected as directors. Only votes cast FOR a nominee will be counted. A properly executed proxy marked “WITHHOLD” and “broker non-votes” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.

Majority Voted—The proposal will be approved by the affirmative vote of the holders of a majority of the shares of common stock that are present in person or represented by proxy at the meeting and are voted FOR or AGAINST the matter. Abstentions and broker non-votes will not be counted as votes cast either FOR or AGAINST this proposal and will have no effect on the outcome of the proposal.

Broker Discretionary Voting—occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal on which it is permitted to vote.

Even though your votes on Proposal 3 are advisory and therefore will not be binding on us, our Board of Directors or its People & Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation of our named executive officers.

If you are a stockholder of record, you may change your vote by (1) filing with our Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (2) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). A stockholder of record that has voted via the internet or by telephone may also change his or her vote by later making a timely and valid internet or telephone vote.

If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or other nominee or (2) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or should be sent so as to be delivered to our principal executive offices (see below for address), Attention: Corporate Secretary.

Requirements for stockholder proposals to be considered for inclusion in our proxy materials—Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. In order to be included in the proxy statement for the 2025 annual meeting of stockholders, stockholder proposals must be received by our Corporate Secretary no later than December 24, 2024, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

Requirements for stockholder proposals to be brought before an annual meeting—In addition, our bylaws establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders. In general, nominations for the election of directors may be made by our Board of Directors or any committee thereof or any stockholder, who is a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting, who is entitled to vote at such meeting and who has delivered written notice to our Corporate Secretary no later than the Notice Deadline (as defined below), which notice must contain specified information concerning the nominees and concerning the stockholder proposing such nominations.

Our bylaws also provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of our Board of Directors, (2) otherwise properly brought before the meeting by or at the direction of our Board of Directors (or any committee thereto) or (3) properly brought

before the meeting by a stockholder who has delivered written notice to our Corporate Secretary no later than the Notice Deadline (as defined below).

The “Notice Deadline” is defined as that date which is not less than 90 days nor more than 120 days prior to the one year anniversary of the previous year’s annual meeting of stockholders. As a result, the Notice Deadline for the 2025 annual meeting of stockholders is between February 4, 2025 and March 6, 2025. If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we need not present the proposal for vote at such meeting.

Recommendation of director candidates—You may recommend candidates to our Board of Directors for consideration by our Nominating and Corporate Governance Committee by following the procedures set forth below in “Corporate Governance-Board Committees - Nominating and Corporate Governance Committee.”

Any written requests for additional information, copies of the proxy materials and 2023 Annual Report, notices of stockholder proposals, recommendations for candidates to our Board of Directors, communications to our Board of Directors or any other communications should be sent to the address above.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2024.

The proxy statement and the 2023 Annual Report are available on-line at www.proxyvote.com.

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 seven 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.

This year’s nominees for election to the Board of Directors as our Class III directors to serve for a term of three years expiring at the 2027 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 April 8, 2024 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.

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.

The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of our Class III directors. The two 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 III 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 Phillip Riese and Edwin Santos 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 III director will not be voted with respect to such director, although it will be counted for purposes of determining whether there is a quorum.

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 April 8, 2024 is set forth below.

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 Audit Committee has appointed the firm of PricewaterhouseCoopers LLP, independent registered public accountants, to audit our financial statements for the year ending December 31, 2024. PricewaterhouseCoopers LLP has audited our financial statements since the fiscal year ended December 31, 2019.

Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of Flywire and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024. Our Audit Committee is submitting the selection of PricewaterhouseCoopers LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

If this proposal does not receive a “FOR” vote from the holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and voted “FOR” or “AGAINST” the proposal, the Audit Committee would reconsider the appointment. Abstentions and broker non-votes will have no effect on this matter.

The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by PricewaterhouseCoopers LLP during the years ended December 31, 2023 and 2022:

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee (or the Chair of the Audit Committee if such approval is needed on a time urgent basis) generally pre-approves of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, our Board of Directors is providing the stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as described in the section below entitled “Executive Officer Compensation” and accompanying compensation tables, and as discussed in the related narrative disclosure below. This advisory vote is commonly referred to as a “say-on-pay” vote. Stockholders may express their views on the design and effectiveness of our executive compensation program by abstaining or voting “For” or “Against” approval, on a non-binding, advisory basis, of the compensation of our named executive officers. This vote is not intended to address any specific element of compensation, but rather the overall compensation of the named executive officers.

Our executive compensation philosophy and programs are designed to be market-competitive, enabling Flywire to attract and retain top talent in a highly-competitive global technology market. We believe that our executive compensation programs foster a performance-oriented culture that aligns our executives’ interests with those of our stockholders over the long term. We believe that the compensation of our executives is both appropriate for and responsive to the goal of improving stockholder value. Specifically, our total executive compensation is heavily weighted toward equity incentive compensation.

Stockholders are urged to read the “Compensation Discussion and Analysis” section of this Proxy Statement and the tables and narrative discussion that follow for detail about our executive compensation programs, including information about the fiscal year 2023 compensation of our named executive officers.

A “FOR” vote from the holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and voted “FOR” or “AGAINST” the proposal is required to approve, on a non-binding, advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will not be counted “For” or “Against” this proposal and will have no effect on this proposal.

Because say-on-pay votes are advisory and non-binding, voting results cannot overrule any decisions made by the Board of Directors or People & Compensation Committee. However, our People & Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements for our named executive officers.

Our Board of Directors adopted a code of business conduct that applies to each of our directors, officers and employees. The full text of our code of business conduct is posted on the investor relations section of our website at https://ir.flywire.com. Any waiver of the code of business conduct for an executive officer or director may be granted only by our Board of Directors or a committee thereof and must be timely disclosed as required by applicable law. We have implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to the Audit Committee.

In December 2022, we released our inaugural ESG report, our first comprehensive summary of how we integrate social good initiatives into our business strategy. The report provides baseline metrics as well as a detailed overview of the core tenets of our ESG program, which are shaped by many defining principles-from social impact and community engagement, to diversity, equity and inclusion (DE&I), and much more. Our ESG report is based on global best practices, and aligns with metrics set forth by the Sustainability Accounting Standards Board standards as well as the Global Reporting Initiative standards.

Our report details our investments across the following ESG disciplines, including:

In the past year, we have reinforced our commitment to ESG by:

Our business affairs are managed under the direction of our Board of Directors, which is currently composed of seven members. All of our directors, other than Mr. Massaro, are independent within the meaning of the listing rules of The Nasdaq Stock Market (Nasdaq). Our Board of Directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. 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. Each director’s term continues until the election and qualification of his or her successor, or the earlier of his or her death, resignation or removal. The classification of our Board of Directors may have the effect of delaying or preventing changes in our control or management.

Our common stock is listed on the Nasdaq Global Select Market. The listing rules of this stock exchange generally require that a majority of the members of a listed company’s Board of Directors be independent. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. The Nasdaq director independence definition includes a series of objective tests, such as that the director is not also one of our employees and has not engaged in various types of business dealings with us. In addition, as further required by Nasdaq rules, our Board of Directors has made a subjective determination as to each non-employee director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management.

The independent members of our Board of Directors meet in executive session, without Mr. Massaro or other members of management present, during regularly scheduled meetings.

Our Board of Directors is currently led by its Chair, Phillip Riese. Our Board of Directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as we continue to grow. We separate the roles of Chief Executive Officer and Chair of the Board of Directors in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chair of the Board of Directors presides over meetings of the full Board of Directors. We believe that this separation of responsibilities provides a balanced approach to managing the Board of Directors and overseeing our operations.

Our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Our Board of Directors has established an Audit Committee, a People & Compensation Committee and a Nominating and Corporate Governance Committee. The composition of these committees meets the criteria for independence under, and the functioning of these committees comply with the applicable requirements of the Sarbanes-Oxley Act of 2002, the current rules of Nasdaq and SEC rules and regulations. We intend to comply with future requirements as they become applicable to us. Each committee has the composition and responsibilities described below.

During the year ended December 31, 2023, our Audit Committee held nine formal meetings and acted by written consent two times. The current members of our Audit Committee are Edwin Santos, Phillip Riese and Alex Finkelstein, each of whom is a non-employee member of the Board of Directors. Mr. Santos serves as the Chair of the Audit Committee.

Our Audit Committee’s main function is to oversee our accounting and financial reporting processes, our internal audit function, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The full text of the Audit Committee’s charter is posted on the corporate governance section of our website at https://ir.flywire.com/corporate-governance/governance-overview. Pursuant to the Audit Committee charter, the functions of the Audit Committee include, among other things:

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or any of its subsidiaries. Each of Messrs. Santos, Finkelstein and Riese qualify as an independent director pursuant to Rule 10A-3.

All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board of Directors has determined that Mr. Santos is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. The designation does not impose on Mr. Santos any duties, obligations or liability that are greater than are generally imposed on

him as a member of our Audit Committee and our Board of Directors, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our Audit Committee or Board of Directors.

During the year ended December 31, 2023, our People & Compensation Committee had a number of ad hoc discussions with its compensation consultant and management, held five formal meetings and acted by written consent six times. The current members of our People & Compensation Committee are Diane Offereins, Matthew Harris and Gretchen Howard. Ms. Offereins serves as the Chair of our People & Compensation Committee.

Our People & Compensation Committee’s main function is to review and recommend policies relating to compensation and benefits of our officers, directors and employees. The full text of our People & Compensation Committee’s charter is posted on the corporate governance section of our website at https://ir.flywire.com/corporate-governance/governance-overview. Pursuant to our People & Compensation Committee charter, the functions of this committee include:

Our Board of Directors has determined that each of Mr. Harris, Ms. Howard and Ms. Offereins is independent under the applicable rules and regulations of Nasdaq, and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Our Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and Chief People Officer assist our People & Compensation Committee in carrying out its functions, although they do not participate in deliberations or decisions with respect to their own compensation. During the second half of 2022, our People & Compensation Committee engaged ClearBridge Compensation Group (ClearBridge) to replace its prior independent compensation consultant. ClearBridge reports directly to our People & Compensation Committee. ClearBridge does not provide any services to us other than the services ClearBridge provided to our People & Compensation Committee. Our People & Compensation Committee believes that ClearBridge does not have any conflicts of interest in advising our People & Compensation Committee under applicable SEC rules or Nasdaq listing standards.

During the year ended December 31, 2023, our Nominating and Corporate Governance Committee held four formal meetings and acted by written consent two times. The current members of our Nominating and Corporate Governance Committee are Phillip Riese and Edwin Santos. Mr. Riese serves as the Chair of the Nominating and Corporate Governance Committee.

The full text of the Nominating and Corporate Governance Committee’s charter is posted on the corporate governance section of our website at https://ir.flywire.com/corporate-governance/governance-overview. Pursuant to the Nominating and Corporate Governance Committee charter, the functions of this committee include, among other things:

Our Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements and having a general understanding of our industry and market. Our Nominating and Corporate Governance Committee also considers other factors it deems appropriate, including, but not limited to:

In conducting this assessment, the Nominating and Corporate Governance Committee considers diversity, gender, age, skills and such other factors as it deems appropriate given the then-current needs of our Board of Directors and Flywire, to maintain a balance of knowledge, experience and capability. While diversity and 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 solely or largely 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.

As stated above, the Nominating and Corporate Governance Committee seeks out candidates with a diversity of experience and perspectives. When considering candidates as potential members of our Board of Directors, our Board of Directors and our Nominating and Corporate Governance Committee evaluate the candidates’ ability to contribute to such diversity. Our Board of Directors assesses its effectiveness in this regard as part of its annual evaluation process. Currently, of our six independent directors, two are women, one is from an underrepresented racial/ethnic group, and three have served for five years or less.

None of the members of our People & Compensation Committee during 2023 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.

Our People & Compensation Committee conducted a risk assessment of its compensation policies and practices, including those related to executive compensation programs for NEOs. 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 incent employees, and any risks arising from the compensation policies and practices are not reasonably likely to have a material adverse effect on Flywire.

The Board of Directors held six meetings and acted by written consent three times during our year ended December 31, 2023. 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, 2023. Our policy is to invite and encourage each member of our Board of Directors to be present at our annual meetings of stockholders. Four of seven of our then serving members of our Board of Directors attended our 2023 annual meeting of stockholders in their capacity as directors of our company.

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, strategic and reputational risk.

Our Audit Committee reviews information regarding liquidity and operations, and oversees our management of financial 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 responsibility, including environmental, social and corporate governance matters. 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 by our Board of Directors as a whole.

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, 2023. Other than as set forth in the table and described more fully below, during our year ended December 31, 2023, 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.

For the year ended December 31, 2023, pursuant to our then current non-employee director compensation plan, each non-employee member of our Board of Directors received the following cash and equity compensation for board services, as applicable:

Mr. Harris has waived the non-employee director RSUs and the cash compensation under our non-employee director compensation program.

We also reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings.

Stockholders wishing to communicate with our Board of Directors or with an individual member of our Board of Directors may do so by writing to our Board of Directors or to the particular member of our Board of Directors, care of our Corporate Secretary by mail to our principal executive offices, Attention: Corporate Secretary. The envelope should indicate that it contains a stockholder communication. All such stockholder communications will be forwarded to the director or directors to whom the communications are addressed.

The following table provides information concerning our executive officers as of April 8, 2024:

Michael Massaro See biographical information set forth above under “Incumbent Class I Directors Whose Term Expires in 2025.”

This section discusses our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for our named executive officers (NEOs) for the year ended December 31, 2023 (Fiscal 2023). The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding existing and future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.

For Fiscal 2023, our NEOs were:

During Fiscal 2023, we continued to make targeted investments in go-to-market, geographic expansion, payment network growth, strategic partnership integrations and product and payment innovation. We saw the benefits of the execution of these growth strategies with notable success in our key investment areas, as we efficiently won new clients and cross-sold and up-sold existing ones. Despite the uncertain macroeconomic backdrop, the sustainability of our business model, combined with the resilience of the industries we serve, continued to position us well for ongoing success. Our business achievements during Fiscal 2023 include:

Our Fiscal 2023 compensation program for our NEOs reflects our overarching philosophy of pay for performance. Highlights of our Fiscal 2023 executive compensation program include:

Our compensation philosophy and guiding principles provide a framework for the development and management of our executive compensation programs and practices.

In addition, our People & Compensation Committee seeks to ensure that we maintain sound governance and compensation policies and practices. Our key compensation practices include the following:

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 CEO, 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 CEO to evaluate, discuss and modify or approve these recommendations. Our People & Compensation Committee also conducts a similar evaluation of our CEO’s contributions when our CEO 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 2023. 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.

Our People & Compensation Committee has the authority under its 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 2023 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. Our People & Compensation Committee’s 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 2023 independence review.

Our People & Compensation Committee’s compensation consultant did not provide any additional services beyond the compensation-related items highlighted above during Fiscal 2023. 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.

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 July 2022, 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 prior executive compensation decisions. 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 in operation as a public company. Based on such factors, it was recommended that AvidXchange, EngageSmart, EVO Payments, Expensify, Payoneer Global, Remitly Global and Lightspeed Commerce be added to the compensation peer group and that Anaplan, BigCommerce, Bill.com, C3.ai, Duck Creek Technologies, Everbridge, Jamf Holding, ON24, SailPoint Technologies, Sprout Social and Upstart Holdings be removed because the company 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 2023:

 

When making compensation decisions for our NEOs, our People & Compensation Committee also reviews published survey and peer group compensation data. Competitive market practices are an important factor in our People & Compensation Committee’s decision-making process, although its decisions are not entirely based upon market practices. Rather, our People & Compensation Committee reviews and considers the peer group and other survey data to obtain a general understanding of current competitive compensation practices. Additionally, reviewing the peer group and survey compensation data enables our People & Compensation Committee to accomplish our goal of paying our NEOs what is appropriate and necessary to attract and retain qualified and committed executives while incentivizing achievement of our corporate goals and conserving cash and equity.

Our executive compensation program has the following principal elements: base salary, annual short-term cash incentive bonuses, long-term incentive awards, severance and change in control benefits and other benefits. For base salary, annual cash bonuses and long-term incentive awards for our executive officers, our Company’s compensation philosophy generally is to evaluate individual experience and contribution, as well as corporate performance, and then consider competitive market analysis. The markets we are serving are highly competitive for talent and executive leadership. We generally set target total compensation using the 50^th – 75^th percentile range as a reference point, with the mix more weighted towards equity than cash to emphasize alignment with stockholders and long-term performance. We believe it is important to drive our Company to over-perform the market in the long term. We also believe that to ensure an appropriate pay for performance alignment it may be appropriate for our People & Compensation Committee to approve compensation levels for individual executives that may be above or below target pay for similar positions based on experience, individual contribution and corporate performance. The following table describes the primary compensation elements used by our Company and main objectives of each element:

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 revenue and adjusted EBITDA 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 revenue and adjusted EBITDA, which we believe is aligned with our stockholders’ perspective on our Company’s ability to grow and succeed in the short- and long-term.

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 CEO’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 equity and other factors our People & Compensation Committee deems appropriate. Base salaries may also be adjusted during the year upon promotion or based on internal equity or external market conditions. Our People & Compensation Committee makes these decisions after reviewing the recommendation of our CEO

(except as it concerns his own salary) and consulting with its compensation consultant. Following its review, in February 2023, our People & Compensation Committee determined not to adjust the annual base salaries of the NEOs. The following table shows the annual base salary for each NEO for Fiscal 2023.

Our annual cash incentive bonus compensation program promotes our pay for performance philosophy by providing all executives and other management-level 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 2023 (up from 125% in Fiscal 2022).

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 CEO’s recommendation (except for his own target), internal pay equity, 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 2023, our People & Compensation Committee determined not to adjust the target cash bonus amounts for any of the NEOs, other than Mr. Massaro. The target bonus for Mr. Massaro was increased from $260,000 to $450,000 to position his total target cash compensation more competitively in the market. As a result, the Fiscal 2023 target bonus opportunities for our NEOs were:

In addition, unlike in prior years where certain of our NEO’s cash incentive bonus was based on corporate and individual performance goals, our People & Compensation Committee determined that for Fiscal 2023 it would be based solely on 2023 corporate objectives for all of our NEOs.

2023 Corporate Objectives

Our People & Compensation Committee established (i) Revenue Less Ancillary Services and (ii) Adjusted EBITDA as the corporate components of our 2023 cash incentive bonus program, with each of the components weighted as set forth below. We utilize these non-GAAP financial measures internally in analyzing our financial results and evaluating our 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. 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) the impact from the change in fair value measurement of any of our preferred stock warrants, (iv) other income (expense), net, (v) indirect taxes related to intercompany activity, (vi) acquisition related transaction costs, and (vii) employee retention costs, such as incentive compensation, associated with acquisition activities. 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 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 2023 cash incentive bonus program are set forth below:

For Fiscal 2023, for the Revenue Less Ancillary Services corporate component the revenue portion for the Travel business above an internal target was discounted 50% for purposes of determining the overall achievement against the above payout thresholds.

In Fiscal 2023, our Revenue Less Ancillary Services was $377.1 million, and our Adjusted EBITDA was $42.0 million. These amounts were calculated using the pre-determined adjustment factors adopted in February 2023. Our Revenue Less Ancillary Services for the year ended December 31, 2023 was adjusted to $377.1 million based on pre-determined adjustments related to excluding revenue from the StudyLink acquisition and the revenue portion for the Travel business above an internal target was discounted 50%. Our People & Compensation Committee did not make any discretionary adjustments to the calculation of our 2023 Revenue Less Ancillary Services or Adjusted EBITDA. Our NEOs received 111% payout for the Revenue Less Ancillary Services component and 150% for the Adjusted EBITDA component.

2023 Bonus Awarded

The above calculations resulted in the following payout amounts under the 2023 cash incentive bonus program for each of our NEOs:

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 2023, recognizing the challenges with long-term goal setting given the volatility of the market and with the goal of driving behaviors for long-term success, our People & Compensation Committee determined the most effective way to align executives with stockholders was to award RSUs that are directly aligned with stockholders, with value driven by the share price. The number of shares underlying RSUs granted to our NEOs is based on our People & Compensation Committee’s general understanding of competitive pay practices, our CEO’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 2023, 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.

Severance and change in control benefits promote stability and continuity of our senior management team in the event of a potential change in control and/or an involuntary termination. Our People & Compensation Committee believes these provisions help to align our NEO’s interests appropriately with those of our stockholders in these scenarios. We have entered into employment agreements with each of our NEOs, which provide for at-will employment and, other than in the context of a termination without

Cause or a Resignation for Good Reason (as such terms are defined in the employment agreements), may be terminated at any time. See Fiscal 2023 Potential Payments Upon Termination or Change in Control below for a description of the severance benefits and the acceleration benefits, if any, that Messrs. Massaro, Orgel, Ellis, Butterfield and King are entitled to pursuant to their employment agreements and equity award agreements.

Our NEOs are eligible to participate in all of our employee benefit plans (including our employee stock purchase plan, administered by our People & Compensation Committee), such as medical, dental, vision, group life and disability insurance and our 401(k) plan, in each case, on the same basis as our other employees. We are responsible for the administrative costs of the 401(k) plan. We match 50% of every dollar contributed up to 6% of salary, subject to certain limitations under the Internal Revenue Code. There were no special benefits or perquisites provided to any NEO in Fiscal 2023.

We have a comprehensive Code of Conduct and ensure that our employees comply with this policy. In accordance with this policy, we investigate all reported instances of questionable or unethical behavior, and where improper behavior is found to have occurred, we take appropriate remedial action up to and including termination. If the results of an investigation establish that one of our employees, officers or directors has committed fraud or engaged in some other improper act that has the result of causing our financial statements for any period to be restated or that otherwise adversely affects those financial statements, our Board has discretion to take immediate and appropriate disciplinary action against the individual, including but not limited to termination. In addition, our Board has discretion to pursue whatever legal remedies are available to prosecute the individual to the fullest extent of the law and to claw back or recoup any amounts he or she inappropriately received as a result of the improper action or inaction, including but not limited to any annual or long-term incentives that he or she received but would not have received had such act not be taken. In July 2023, we adopted a Policy for the Recovery of Erroneously Awarded Compensation applicable to our executive officers (as defined for purposes of Section 16 of the Securities Exchange Act of 1934, as amended) covering our annual and long-term incentive award plans and arrangements consistent with the requirements of the Exchange Act Rule 10D-1 after Nasdaq releases final listing standards in accordance with such rule.

Our Insider Trading Policy, as amended and restated in the first quarter of 2023 (ITP), prohibits our employees (including officers) and directors, or any of their designees, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities (i) granted to the employee or director as part of the compensation of the employee or director; or (ii) held, directly or indirectly, by the employee or director. In addition, our employees (including officers) and directors may not pledge our equity securities held by them without the prior clearance of one of our compliance officers.

Our ITP permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act at a time when such individuals are not in possession of material non-public information. Certain of our executive officers and directors have adopted, and may in the future adopt, Rule 10b5-1 trading plans. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time during the term of the trading plan, including possibly before, simultaneously with, or immediately after significant events involving our company, and at other times, including during a closed trading window, when a director, officer, or employee may be prohibited from trading otherwise.

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 restricted stock unit 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 restricted stock units until such time as the threshold is met. At the end of 2023, each executive officer had satisfied the stock ownership guidelines.

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 2023 Annual Report and included in this proxy statement.

Respectfully submitted by the members of the People & Compensation Committee of our Board of Directors:

Diane Offereins, Chair

Matthew Harris

Gretchen Howard

The following table shows information regarding the compensation awarded to, earned by, or paid to our NEOs for the years indicated:

We have entered into employment agreements with our NEOs. Each of these agreements provide for at-will employment and includes the NEO’s base salary at the time of entering into such agreement. In addition, each of our NEOs has executed our standard confidential information and invention assignment agreement.

On March 4, 2024, we hired Cosmin Pitigoi as our Chief Financial Officer. Pursuant to his Employment Agreement (the Pitigoi Employment Agreement), Mr. Pitigoi will be paid an annual base salary of $410,000, subject to adjustment pursuant to our employee compensation policies in effect from time to time. Additionally, Mr. Pitigoi will be eligible for an annual target bonus equal to $300,000. In addition, in consideration for Mr. Pitigoi having relocated to Boston, we will reimburse him up to $35,000 for certain expenses incurred in connection with his relocation. Mr. Pitigoi is also eligible to participate in our executive benefit plans.

Mr. Pitigoi was granted a restricted stock unit award covering 394,128 shares of common stock (the Pitigoi RSUs) under Flywire’s 2021 Equity Incentive Plan. The Pitigoi RSUs vest with respect to 35% of the shares underlying the Pitigoi RSU after 12 months of continuous service, with the balance vesting in quarterly installments over the next 12 quarters of continuous service such that 28% of the shares underlying the Pitigoi RSUs shall vest in the second year, 22% of the shares underlying the Pitigoi RSUs shall vest in the third year and the remaining 15% of the shares underlying the Pitigoi RSUs shall vest in the fourth year.

Pursuant to the terms of the Pitigoi Employment Agreement, if we terminate Mr. Pitigoi’s employment without cause or if he resigns for good reason within the three months prior to a change in control, upon a change in control, or within 12 months following a change in control (such period being a Change in Control Window), then, subject to him executing and not revoking a release of claims against us, Mr. Pitigoi will be eligible to receive: (a) a lump sum cash payment equal to the sum of (1) his then current base salary and (2) his annual target bonus; (b) the payment of COBRA continuation premiums for up to 12 months; (c) an additional 12 months of vesting with respect to his restricted stock units; (d) if such termination occurs on or after the first anniversary of March 4, 2024, any unvested shares underlying his restricted stock units and other equity awards that are subject to time-based vesting shall be vested in full and non-forfeitable; provided, that, in the event that, prior to such termination, any unvested shares underlying RSUs held by Mr. Pitigoi were cancelled without payment upon the closing of the change in control, then, in lieu of the acceleration of such vesting, Mr. Pitigoi shall receive a cash payment equal in value to the amount payable per share in the change in control times the number of RSUs that would have been accelerated pursuant to the preceding sentence.

Further, pursuant to the Pitigoi Employment Agreement, if we terminate Mr. Pitigoi’s employment without cause or if he resigns for good reason outside of a Change in Control Window, then, subject to Mr. Pitigoi executing and not revoking a release of claims against us, Mr. Pitigoi will be eligible to receive: (a) salary continuation at his then current base salary for 9 months following such termination; (b) a lump sum payment equal to his accrued and unpaid annual bonus if he is terminated after the end of a fiscal year, but prior to payment of such bonus; (c) an additional six months of vesting with respect to any unvested restricted stock units (any “cliff” to be disregarded, if applicable); and (d) the payment of COBRA continuation premiums for 9 months following such termination.

The following table sets forth certain information regarding each plan-based award granted to our NEOs during our Fiscal 2023. For a description of the types of awards indicated below, please see our Compensation Discussion and Analysis section above.

The following table sets forth information regarding outstanding equity awards held by each of our NEOs as of December 31, 2023.

The following table presents certain information regarding options exercised and common stock received upon vesting of restricted stock unit awards by our NEOs during Fiscal 2023.

We do not maintain any defined benefit pension plans.

We do not maintain any nonqualified deferred compensation plans.

The following table, footnotes and narrative set forth our payment and benefit obligations pursuant to the employment agreements with each of our NEOs if the NEO’s employment is terminated by us or our acquirer or successor without Cause (as defined below) or if such executive Resigns for Good Reason (as defined below) within or outside the three months prior to a change in control, upon a change in control, or within 12 months following a change in control (such period being the Change in Control Window), in each case assuming termination on December 31, 2023. Because our executive compensation program is heavily weighted towards equity-based compensation, a significant percentage of the compensation to be received by our NEOs upon a termination of employment or Resignation for Good Reason (as defined below) under the circumstances described below relates to the settlement of outstanding equity awards. Please see the Outstanding Equity Awards at Fiscal 2023 Year-End above for further information regarding outstanding equity awards granted to the NEOs in Fiscal 2023 and in prior years.

As required by the Dodd-Frank Act and applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Michael Massaro, our Chief Executive Officer.

For our Fiscal 2023:

Based on this information the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees was 47 to 1.

The above ratio is appropriately viewed as an estimate. To identify the median of the annual compensation of our employees, we reviewed the base salaries, bonuses, incentives, other compensation and long-term incentive compensation grants of our U.S. and non-U.S. employees as of December 31, 2023. Out of our approximately 1,094 employees, approximately 716 of our employees are located outside of the U.S. Once we identified our median employee, using the methodology described above, we determined that employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for purposes of calculating the required pay ratio.

As required by the Dodd-Frank Act and applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Michael Massaro, our Chief Executive Officer.