🧾 What This Document Is

This is Flywire's definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders.
👉 In simple terms: It’s the "voter guide" for shareholders, explaining what they’ll vote on, who’s running the company, and how executives are paid.
The meeting is virtual on June 2, 2026, at 9:30 a.m. EDT. Shareholders as of April 8, 2026, can vote.

🏢 What The Company Does

Flywire is a global payments platform that specializes in complex, high-value transactions for industries like education, healthcare, and travel.
👉 Think of them as a digital payments bridge connecting institutions (like universities or hospitals) with payers (like international students or patients) across borders.
They handle currency conversion, payment plans, and compliance.

📋 Key Proposals for Shareholders

Shareholders will vote on three main items:

1. ELECT DIRECTORS

   • Nominees: Alex Finkelstein (Spark Capital), Matthew Harris (Bain Capital Ventures), Gretchen Howard (ex-Robinson Hood COO).
   • Why it matters: The board oversees the company’s direction. These nominees bring venture capital, payments, and operational expertise.

2. RATIFY AUDITORS

   • Firm: PricewaterhouseCoopers LLP (PwC).
   • Why it matters: Shareholders approve the independent auditor. PwC has been Flywire’s auditor since 2012.

3. APPROVE EXECUTIVE COMPENSATION (ADVISORY VOTE)

   • A non-binding vote on how top executives are paid.
   • Why it matters: It signals shareholder sentiment on pay practices, even if not legally binding.

👉 The board recommends "FOR" on all three proposals.

💰 Executive Compensation Insights

Flywire’s philosophy: Pay-for-performance with heavy equity weighting.
Key practices:
✅ Majority of compensation in stock awards (aligned with long-term value).
✅ One-year post-vesting holding requirement for executive equity (new in 2026).
✅ Clawback policy to recover wrongly awarded bonuses.
❌ No tax gross-ups, hedging, or guaranteed bonuses.

👉 2025 Highlights:

• CEO Michael Massaro’s total compensation: $10.8 million (mostly equity).
• Other NEOs: Total comp ranged from $4.2M to $6.1M.
• Peer group: Compared to tech/payments companies like PayPal, Block, and StoneCo.

👥 Board & Governance

Board Structure: 9 members, divided into 3 classes with staggered terms.
Independence: 8 of 9 directors are independent (excluding CEO).
Committees:

• Audit Committee (oversees financial reporting, risk).
• People & Compensation Committee (sets executive pay).
• Nominating & Corporate Governance Committee (director nominations, governance).

👉 New director in 2026: Christine Katziff (ex-Bank of America Audit Chief).
Meetings in 2025: Board met 6 times; all directors attended >75% of meetings.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong alignment of pay with performance (equity-heavy).
• Diverse board with payments, tech, and finance expertise.
• Transparent governance and shareholder engagement (e.g., 2025 outreach on pay).

⚠️ Risks:

• Staggered board could delay change-of-control.
• Heavy reliance on equity compensation may dilute shares over time.
• Global operations expose to regulatory and currency risks.

🌍 Industry Context

Flywire operates in cross-border payments, a competitive sector facing:

• Pressure from fintech disruptors (e.g., Wise, Stripe).
• Regulatory scrutiny on compliance and fees.
• Demand for faster, cheaper international transactions.

👉 Their niche: Vertical-specific software (education, healthcare) bundled with payments, creating stickier client relationships.

🔮 What’s Next

• Annual Meeting: June 2, 2026 – shareholders will vote on proposals.
• 2026 Priorities: Expand in healthcare and travel verticals, enhance payment solutions.
• Compensation Changes: New one-year holding period for executive equity starting 2026.

🧠 The Analogy

Imagine Flywire as a global airport for money.

• The annual meeting is like the airport’s annual safety review – shareholders check the "flight crew" (board) and "maintenance plans" (auditors).
• Executive pay is the crew’s incentive program – tied to on-time flights (performance) and passenger satisfaction (shareholder returns).
• The new holding rule ensures pilots keep skin in the game long after landing.

🧩 Final Takeaway

Flywire’s proxy highlights a stable board, shareholder-aligned pay, and a focus on long-term growth in competitive cross-border payments. The key votes are about electing experienced directors, ratifying trusted auditors, and endorsing an executive pay structure that emphasizes equity and accountability.