DEF: Flywire Corporation Announces 2025 Annual Meeting of Stockholders
Definitive Proxy Statement
Flywire Corporation will hold its 2025 Annual Meeting of Stockholders virtually on June 3, 2025, to elect directors, ratify the appointment of PricewaterhouseCoopers LLP, and conduct an advisory vote on executive compensation.
Summary
- Flywire Corporation will hold its 2025 Annual Meeting of Stockholders on June 3, 2025, at 9:30 a.m. EDT, virtually via live audio webcast.
- Stockholders of record as of April 8, 2025, are entitled to vote.
- The meeting will address the election of two Class I directors for terms expiring in 2028, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025, and an advisory vote on executive compensation.
- The Board of Directors recommends voting 'FOR' all proposals.
- Proxy materials are available online, and stockholders can vote via the internet, telephone, or mail.
Sentiment
Score: 7
Explanation: The document is primarily factual and procedural, outlining the details of the upcoming annual meeting and related corporate governance matters. While there are positive aspects highlighted, such as the company's commitment to ethical practices and employee development, the overall tone is neutral and informative.
Positives
- The Board of Directors is committed to ensuring effective and independent oversight of the business.
- The company has a comprehensive Code of Conduct and whistleblower procedures in place.
- Flywire is committed to ethical and compliant business practices and good corporate governance.
- Stock ownership guidelines are in place for executive officers and non-employee directors to align their interests with those of stockholders.
- The company offers competitive health and welfare benefits, as well as participation in an employee stock purchase plan and other employee benefit plans.
Risks
- The 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.
- The company acknowledges the uncertain macroeconomic backdrop.
Future Outlook
The company plans to continue targeted investments in go-to-market strategies, geographic expansion, payment network growth, strategic partnership integrations, and product and payment innovation.
Management Comments
- Michael Massaro, Chief Executive Officer, expressed gratitude for stockholders' ongoing support of Flywire.
Industry Context
Flywire operates in the competitive global technology market, particularly within the payments and financial services sectors. The company benchmarks its executive compensation against a peer group of publicly-traded technology companies.
Comparison to Industry Standards
- Flywire benchmarks its executive compensation against a peer group of publicly-traded technology companies, including Asana, JFrog, Pager Duty, Repay Holdings, AvidXchange, Lightspeed Commerce, Payoneer Global, nCino, Phreesia, EVERTEC, Nuvei, and Remitly Global.
- The company aims to position its target total compensation within the 50th-75th percentile range of the market, with a heavier weighting towards equity.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Michael Ellis | Cosmin Pitigoi | March 4, 2024 | Mr. Ellis ceased serving as CFO and Mr. Pitigoi commenced employment. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Code of Conduct | The Board of Directors adopted a code of business conduct that applies to each of our directors, officers and employees. | N/A | Ensures ethical and compliant business practices. |
| Stock Ownership Guidelines | Stock ownership guidelines are in place for executive officers and non-employee directors to align their interests with those of stockholders. | July 2023 (Executive Officers), November 2024 (Non-Employee Directors) | Aligns the interests of executives and directors with those of stockholders. |
| Policy for the Recovery of Erroneously Awarded Compensation | We adopted a Policy for the Recovery of Erroneously Awarded Compensation applicable to our executive officers. | July 2023 | Allows the company to recover incentive-based compensation in certain circumstances. |
Related Party Transactions
- The company has entered into indemnification agreements with its directors and executive officers.
Stakeholder Impact
- The outcome of the advisory vote on executive compensation will be taken into account when considering future compensation arrangements for named executive officers.
- The company's ESG initiatives aim to improve access to quality education and healthcare.
- The company's FlyBrid model empowers FlyMates to adopt flexible working arrangements between remote and in-office work environments and provides tools and capabilities for remote collaboration.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will announce preliminary voting results at the Annual Meeting and publish final results in a current report on Form 8-K within four business days after the Annual Meeting.
Key Dates
| Date | Description |
|---|---|
| 2011 | Alex Finkelstein joined the Board of Directors. |
| 2013 | Michael Massaro appointed Chief Executive Officer and Phillip Riese joined the Board of Directors. |
| 2015 | Matthew Harris joined the Board of Directors and Peter Butterfield appointed General Counsel and Chief Compliance Officer. |
| April 2021 | Edwin Santos joined the Board of Directors. |
| May 2021 | Flywire's initial public offering. |
| December 2022 | Flywire released its inaugural ESG report. |
| September 2023 | Gretchen Howard joined the Board of Directors. |
| November 2023 | Learning Information Systems Pty Ltd (StudyLink) in Australia was acquired. |
| March 4, 2024 | Cosmin Pitigoi commenced serving as Chief Financial Officer and Michael Ellis ceased serving as Chief Financial Officer. |
| April 5, 2024 | Michael Ellis's employment with Flywire terminated. |
| June 4, 2024 | Annual equity grants were made to non-employee directors. |
| August 6, 2024 | Share repurchase program announced. |
| August 2024 | Invoiced, Inc. was acquired. |
| November 19, 2024 | Carleigh Jaques was appointed to the Board of Directors. |
| April 8, 2025 | Record Date for the Annual Meeting. |
| April 22, 2025 | Notice of Internet Availability of Proxy Materials mailed to stockholders. |
| June 3, 2025 | Date of the 2025 Annual Meeting of Stockholders. |
| December 23, 2025 | Deadline for stockholder proposals to be included in the 2026 proxy statement. |
| February 3, 2026 | Start of the Notice Deadline window for the 2026 annual meeting. |
| March 5, 2026 | End of the Notice Deadline window for the 2026 annual meeting. |
| April 5, 2026 | Deadline for stockholders to provide notice of intent to solicit proxies in support of director nominees other than Flywire's nominees. |
Keywords
Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Executive Compensation, Director Election, PricewaterhouseCoopers, Corporate Governance, Flywire
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