Alex Finkelstein
FlywireAbout Alex Finkelstein
Alex Finkelstein, age 49, has served as an independent director of Flywire since 2011. He is a General Partner at Spark Capital (since 2005) and previously worked at Cambridge Associates and other early-stage VC firms; he also spent time writing and selling original TV shows to FOX, Discovery, and E! and holds a B.A. in Political Science from Middlebury College . The board classifies all non-employee directors (including Finkelstein) as independent under Nasdaq rules, with additional Audit Committee independence confirmation under Rule 10A‑3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark Capital | General Partner | 2005–present | Technology company formation and strategy experience cited as board qualification |
| Cambridge Associates | Early career | Not disclosed | Institutional investing background |
| Various early-stage VC firms | Investor | Not disclosed | Venture formation and development experience |
| FOX, Discovery, E! | Writer/creator (sold original shows) | Not disclosed | Demonstrates creative/media network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spark Capital | General Partner | 2005–present | No other public company directorships disclosed in last five years within Flywire proxy biography |
Board Governance
- Board structure and independence: Board has eight members; all except CEO Michael Massaro are independent under Nasdaq rules . Finkelstein is an independent director and Audit Committee member; Audit Committee independence verified under Rule 10A‑3 .
- Committees: Current Audit Committee members are Edwin Santos (Chair), Alex Finkelstein, Carleigh Jaques, and Phillip Riese . He is not listed on the People & Compensation Committee (Offereins, Harris, Howard) nor the Nominating & Corporate Governance Committee (Riese, Santos) .
- Attendance: The Board held six meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees earned | $45,000 | Reflects Board and committee retainers earned in FY2024 |
| Annual cash retainer (plan reference) | $35,000 (Director) | Audit Committee member additional $10,000; Chair $20,000 |
| Committee role cash (plan reference) | Audit member $10,000 | Confirms structure behind total cash |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (Director) | June 4, 2024 | 10,466 | $174,992 | Vests on first anniversary of grant date if service continues; accelerates upon change-in-control, death or disability (per plan) |
- Non-employee director equity plan: Annual equity grants valued at ~$175,000; initial director grants valued at ~$350,000; annual grants vest at first anniversary; initial grants vest in three equal annual installments; acceleration upon change in control/death/disability .
Other Directorships & Interlocks
- People & Compensation Committee interlocks: None in 2024; no Flywire executive served on another entity’s board or comp committee where that entity’s executive served on Flywire’s board or comp committee .
- Network note: Venture background on board includes Spark Capital (Finkelstein) and Bain Capital Ventures (Matthew Harris), enhancing sector connectivity without disclosed interlocks affecting compensation governance .
Expertise & Qualifications
- Board qualifications: Extensive technology company experience in formation, development, and business strategy; cited by the board as reasons for his directorship .
- Financial oversight: Audit Committee member; Audit Committee’s remit spans financial reporting, internal controls, auditor oversight, risk assessment, and related-person transaction review . Audit Committee financial expert designation applies to Santos (Chair), not Finkelstein .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (voting common) | 242,283 shares | Record Date April 8, 2025 | Less than 1% of outstanding voting shares |
| RSUs outstanding (unvested units) | 10,466 units | Dec 31, 2024 | Same number as annual 2024 grant |
| RSUs vesting within 60 days of Record Date | 10,466 shares | Within 60 days of April 8, 2025 | Included in “may vest within 60 days” disclosure |
| Options outstanding | 0 options | Dec 31, 2024 | Options held only by Riese among directors per table |
- Stock ownership guidelines (Directors): Adopted November 2024; requirement is 5x the annual cash retainer (excludes committee/lead/Chair fees); compliance measured at fiscal year-end; each director satisfied guidelines at end of 2024 .
- Trading policies: Hedging prohibited; pledging permitted only with prior compliance clearance; Rule 10b5‑1 plans allowed when not in possession of MNPI .
Governance Assessment
- Committee assignments and engagement: Active on the Audit Committee with responsibilities across financial reporting, internal control, auditor oversight, and related-person transaction approvals; committee met five times in 2024, with additional written consents, indicating regular engagement .
- Independence and attendance: Independent under Nasdaq and Rule 10A‑3; no attendance shortfalls reported for any director, supporting board effectiveness .
- Compensation alignment: Director pay mix is equity-heavy (RSU fair value ~$175k vs $45k cash in 2024), aligning incentives with long-term shareholder value; vesting/acceleration terms are standard and shareholder-friendly (no meeting fees, structured retainers) .
- Ownership alignment: Beneficial ownership of 242,283 shares and compliance with the 5x retainer ownership guideline at year-end 2024 demonstrate “skin-in-the-game” alignment; no options that could introduce short-term incentive distortions .
- Conflicts and related-party oversight: No specific related-person transactions involving Finkelstein are detailed in the sections reviewed; the Audit Committee charter requires review/approval of any such transactions >$120k, mitigating conflict risks. Continued monitoring is warranted given external VC role at Spark Capital and potential portfolio overlaps with Flywire’s ecosystem .
- Risk indicators: No delinquent Section 16 filings for directors/officers in 2024; hedging prohibited under insider trading policy, with pledging limited and monitored—reducing alignment risks .
RED FLAGS to monitor:
- Potential portfolio-company interactions through Spark Capital that could create related-party scenarios; ensure any Flywire engagements are pre-cleared and disclosed per policy .
- Equity acceleration upon change-in-control (standard in director plan)—monitor for any repricing or award modifications; none disclosed in 2024 .